Intuit Legal Notices

Trademark and Copyright Legal Notices

Trademark Information

Intuit, the Intuit logo, Quicken, QuickBooks, TurboTax, Lacerte, ProSeries and QuickBase, among others, are registered trademarks and/or registered service marks of Intuit Inc., or one of its subsidiaries, in the United States and other countries. For more information on Intuit's trademarks, please see our Trademark Information and Restrictions page.

Copyright Information

Intuit's products, services, Web content and related materials (collectively, "Offerings") are owned by Intuit and/or its licensors, and all rights in such Offerings are reserved by Intuit and/or its licensors. For information regarding permission to use screen displays and other content, please see Intuit's Permissions Policy.

Intuit's Anti-Piracy Information resource provides basic information on software piracy and its negative effects on businesses and consumers, including the risks associated with purchasing or using counterfeit CD media. This resource also includes information on how to check certain products for authenticity and how to report piracy directly to Intuit.

Persons who believe that their copyrights have been infringed via Intuit sites may notify Intuit's Designated Agent. All notices must comply with the requirements of U.S. Copyright Act Section 512(d) and regulations promulgated thereunder, each as amended. Such notices not complying with these requirements will be returned unprocessed. No other notices of any type, including requests for information, purchase or technical support questions, notices of infringement of third-party trademark or patent rights, employment inquiries, press inquiries, or investor inquiries, will be read or answered under this Agent and Agent Address.

Designated Agent and Address of Agent:

Attn: Legal Department – Copyright Agent
Intuit Inc.
2632 Marine Way, MS2700
Mountain View, CA 94039
Telephone: (650) 944-6000
Fax: (650) 944-5656
Email: copyright@intuit.com

Website Terms of Service

Welcome to the Intuit Small Business Internet site (the "Site", "Service"). These Terms of Service together with Intuit Inc.'s Privacy Statement (collectively the "Terms") govern your use of this Site. Intuit may change the Terms of Service from time to time. Your access to the site in any way is evidence of your acceptance of the Terms and the enforcement of said Terms. If you do not agree to these terms and conditions, you may not use the Site. Intuit reserves the right, in its sole discretion, to change, modify, or otherwise alter these Terms at any time effective upon posting of the modified Terms on the Site. Please review the Terms periodically. Your continued use of the Site or any materials or services accessible through it, after such posting or notification means you accept the modifications. The use by you of any content or services accessible through the Site may be subject to your acceptance of separate agreements with Intuit or third parties.

License and Site Access. Intuit grants you a limited license to access and make personal use of the Site. You may not download (other than page caching), or modify any portion of it, except with the express written or e-mailed consent of Intuit. The license to use the Site does not include any resale or commercial use of the Site or its contents; or any derivative use of this Site or its contents; or any use of data mining, robots or similar data gathering and extraction tools or processes. You agree not to store in any form, distribute, transmit, display, reproduce, modify, create derivative works from, sell or otherwise exploit any of the content on this site for any commercial purpose. By using the Site, you warrant to Intuit that you will not use the Site, or any of the content obtained from the Site, for any purpose that is unlawful or prohibited by these Terms. Intuit does not grant any license or other authorization to any user of its trademarks, registered trademarks, service marks, or other copyrightable material or other intellectual property, by placing them on this Website. If you violate any of these Terms, your permission to use the Site automatically terminates.

In consideration of your use of the Site, you agree to: (a) provide true, accurate, current and complete information about yourself as prompted by the registration form, if applicable, and (b) to 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, Intuit has the right to terminate your account and refuse any and all current or future use of the Site. You agree not to resell or transfer the Site or use of or access to the Site.

Electronic Communications. When you visit the Site or send e-mails to us, you are communicating with us electronically. You consent to receive communications from us electronically. We will communicate with you by e-mail or by posting notices on this site. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communication be in writing.

You are responsible for providing, at your expense, any access to the Internet and any required equipment.

Conduct. By using the Site you agree that you will not do any of the following:

Restrict or inhibit any other user from using and enjoying the Site; or

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 any transmissions constituting or encouraging conduct that would constitute a 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; or

Post or transmit any advertisements, solicitations, chain letters, pyramid schemes, investment opportunities or schemes or other unsolicited commercial communication (except as otherwise expressly permitted by Intuit) or engage in spamming or flooding; or

Post or transmit any information or software which contains a virus, trojan horse, worm or other harmful component; or

Post, publish, transmit, reproduce, distribute or in any way exploit any information, software or other material obtained through the Site for commercial purposes (other than as expressly permitted by the provider of such information, software or other material); or

Upload, post, publish, transmit, reproduce, or distribute in any way, information, software or other material obtained through the Site 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.

Intuit has no obligation to monitor the Site. However, you acknowledge and agree that Intuit has 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 Service properly, or to protect itself or its subscribers. Intuit will not intentionally monitor or disclose any private electronic-mail message unless required by law. Intuit reserves the right to refuse to post or to remove any information or materials, in whole or in part, that, in its sole discretion, are unacceptable, undesirable, inappropriate or in violation of these Terms of Service.

Feedback. Intuit may provide you with a mechanism to provide feedback, suggestions and ideas, if you choose, about its software and services ("Feedback"). You agree that Intuit may, in its sole discretion, use the Feedback you provide to Intuit in any way, including in future modifications of the Site, multimedia works and/or advertising and promotional materials relating thereto. You hereby grant Intuit a perpetual, worldwide, fully transferable, irrevocable, royalty free license to use, reproduce, modify, create derivative works from, distribute and display the Feedback in any manner and for any purpose.

Third Party Services. In connection with your use of the Site, you may be made aware of services, products, offers and promotions provided by third parties, and not by Intuit. If you decide to use Third Party Services, you are responsible for reviewing and understanding the terms and conditions governing any Third Party Services. You agree that the third party, and not Intuit, is responsible for the performance of the Third Party Services.

Third Party Web Sites. The Site may contain or reference links to Web sites operated by third party ("Third Party Websites"). These links are provided as a convenience only. Such Third Party Websites are not under the control of Intuit. Intuit is not responsible for the content of any Third Party Website or any link contained in a Third Party Website. Intuit does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third Party Websites, and the inclusion of any link in the Service is not and does not imply an affiliation, sponsorship, endorsement, approval, investigation, verification or monitoring by Intuit of any information contained in any Third Party Website. In no event will Intuit be responsible for the information contained in such Third Party Website or for your use of or inability to use such website. Access to any Third Party Website is at Licensee's own risk, and Licensee acknowledges and understands that linked Third Party Websites may contain terms and privacy policies that are different from those of Intuit. Intuit is not responsible for such provisions, and expressly disclaims any liability for them.

Disclaimer of Warranties. Your use of the Site, including any applets, software, and content contained therein, is entirely at your own risk. THE SERVICE IS PROVIDED "AS IS," AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, INTUIT, ITS AFFILIATES, LICENSORS, THIRD-PARTY CONTENT OR SERVICE PROVIDERS, DISTRIBUTORS, DEALERS AND SUPPLIERS (COLLECTIVELY "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. INTUIT DOES 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. INTUIT DOES NOT WARRANT THAT THE SITE IS SECURE, FREE FROM BUGS, VIRUSES, INTERRUPTION, ERRORS, THEFT OR DESTRUCTION OR THAT THE SITE WILL MEET YOUR REQUIREMENTS. YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOU BEAR ALL RISKS ASSOCIATED WITH USING OR RELYING ON THAT CONTENT. INTUIT IS 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. THE ENTIRE CUMULATIVE LIABILITY OF INTUIT AND ITS SUPPLIERS FOR ALL MATTERS ARISING FROM OR RELATING TO THESE TERMS SHALL BE LIMITED TO THE AMOUNT PAID BY THE CUSTOMER FOR THE RELATED SERVICES OR CONTENT PURCHASED FROM INTUIT, ITS AUTHORIZED RESELLER OR ITS SERVICE PROVIDERS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, INTUIT AND ITS SUPPLIERS SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OR FOR DAMAGES RELATING TO TELECOMMUNICATION FAILURES, LOSS, CORRUPTION, SECURITY OR THEFT OF DATA, VIRUSES, SPYWARE,OR THE LIKE, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF INTUIT OR ITS 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. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN INTUIT AND YOU. INTUIT WOULD NOT BE ABLE TO HAVE PROVIDED THE SERVICE WITHOUT SUCH LIMITATIONS.

Banking, Billing or Other Online Services. Access to Online Banking, Online Payment, and any other services available through the Internet and selected Intuit products (the "Online Service") is provided by your financial institution and not Intuit. You agree not to hold Intuit liable for any loss or damage of any sort incurred as a result of any such dealings with any services provided by your financial institution. Your access may be limited from time to time, depending on the service provided by your Internet service provider or your financial institution. You may be billed for these Online Services by your financial institution, not Intuit, and such financial institution may have its own service agreement which will govern the Online Services it provides. You agree to be responsible for all telephone charges associated with your Internet and online service usage.

Termination and Amendment. Your privilege to use or access the Site may be terminated by Intuit 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 Site and agree not to re-register or otherwise make use of the Site. Furthermore, you acknowledge that Intuit reserves the right to take action -- technical, legal or otherwise -- to block, nullify or deny your ability to access the Site. You understand that Intuit may exercise this right in its sole discretion.

Intuit reserves the right, in its sole discretion, at any time and from time to time to change, modify or discontinue, temporarily or permanently, the Site (or any part thereof). Intuit 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 Intuit and its affiliates harmless from any and all claims, liabilities, costs and expenses, including reasonable attorneys' fees, arising in any way from your use of the Service or the placement or transmission of any message, information, software or other materials through the Service by you or users of your account or related to any violation of these Terms by you or users of your account.

Miscellaneous. Except as expressly set forth in these Terms, these Terms of Service are a complete statement of the agreement between you and Intuit, and set forth the entire liability of Intuit and its Suppliers 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 Policy, these Terms of Service shall prevail. The Suppliers, agents, distributors, dealers, and employees of Intuit are not authorized to make modifications to the Terms, or to make any additional representations, commitments or warranties binding on Intuit. Any waiver of the terms herein by Intuit must be in a writing signed by an authorized officer of Intuit and expressly referencing the applicable provisions of the Terms. If any provision of the 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 under applicable law, and the remaining provisions will continue in full force and effect. The 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 parties hereby consent to the exclusive jurisdiction and venue in the state courts in Santa Clara County, California or federal court for the Northern District of California. Headings are included for convenience only, and shall not be considered in interpreting these Terms. The Terms do not limit any rights that Intuit may have under trade secret, copyright, patent or other laws.

You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Site or the Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred.

QuickBooks Mobile Terms of Service

INTUIT MOBILE AGREEMENT

Thank you for selecting the Services offered by Intuit Inc. and/or its subsidiaries and affiliates (referred to as "Intuit", "we", "our", or "us"). Review this Intuit Mobile Agreement ("Agreement") thoroughly. This Agreement is a legal agreement between you and Intuit. By accepting electronically (for example, clicking "I Agree"), installing, accessing or using the Services, you agree to these terms. If you do not agree to this Agreement, then you may not use the Services.

A. GENERAL TERMS

1. AGREEMENT

This Agreement describes the terms governing your use of both the mobile application software and the Intuit services provided to you, including content, updates and new releases, (collectively, the "Services"). It includes by reference:

  • Intuit's Privacy Statement provided to you in the Services available on the website here: http://security.intuit.com/privacy/ or provided to you otherwise.
  • Additional Terms and Conditions, which may include those from third parties.
  • Any terms provided separately to you for the Services, including product or program terms, ordering, activation, payment terms, etc.

2. YOUR RIGHTS TO USE THE SERVICES

2.1 The Services are protected by copyright, trade secret, and other intellectual property laws. You are only granted the right to use the Services and only for the purposes described by Intuit. Intuit reserves all other rights in the Services. Until termination of this Agreement and as long as you meet any applicable payment obligations and comply with this Agreement, Intuit grants to you a personal, limited, nonexclusive, nontransferable right and license to use the Services.

2.2 You agree not to use, nor permit any third party to use, the Services or content in a manner that violates any applicable law, regulation or this Agreement. You agree you will not:

  • Provide access to or give any part of the Services to any third party.
  • Reproduce, modify, copy, deconstruct, sell, trade or resell the Services.
  • Make the Services available on any file-sharing or application hosting service.

3. USE WITH YOUR MOBILE DEVICE

Use of these Services requires a compatible mobile device, Internet 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.

INTUIT 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.

4. YOUR PERSONAL INFORMATION You can view Intuit's Privacy Statement provided with the Services and on the website for the Services. You agree to the applicable Intuit Privacy Statement, and changes published by Intuit. You agree that Intuit may use and maintain your data according to the Intuit Privacy Statement, as part of the Services. You also give Intuit permission to aggregate your non-personally identifiable data which you enter or upload with that of other users of the Services. For example, this means that Intuit may use that aggregated data to improve services, design promotions, or provide ways for you to compare business practices with other users.

5. CONTENT

5.1 You are responsible for your content. You are responsible for all materials ("Content") uploaded, posted or stored through your use of the Services. Archive your Content frequently. You are responsible for any lost or unrecoverable Content . You must provide all required and appropriate warnings, information and disclosures. Intuit is not responsible for the Content or data you submit through the Services.

You agree not to use, nor permit any third party to use, the Services to upload, post, distribute, link to, publish, reproduce, engage in or transmit any of the following, including but not limited to:

a.  Illegal, fraudulent, defamatory, obscene, pornographic, profane, threatening, abusive, hateful, harassing, offensive, inappropriate or objectionable information or communications of any kind, including without limitation conduct that would encourage "flaming" others, or criminal or civil liability under any local, state, federal or foreign law;

b.  Content that would impersonate someone else or falsely represent your identity or qualifications, or that constitutes a breach of any individual’s privacy;

c.  Except as permitted by Intuit in writing,investment opportunities, solicitations, chain letters, pyramid schemes, other unsolicited commercial communication or engage in spamming or flooding;

d.  Virus, trojan horse, worm or other disruptive or harmful software or data; and

e.  Any information, software or Content which is not legally yours and without permission from the copyright owner or intellectual property rights owner.

5.2 Community forums. The Services may include a community forum or other social features to exchange Content and information with other users of the Services and the public. Please use respect when you interact with other users. Do not reveal information that you do not want to make public. Users may post hypertext links to content of third parties for which Intuit is not responsible.

5.3 Intuit may freely use feedback you provide. You agree that Intuit may use your feedback, suggestions, or ideas in any way, including in future modifications of the Services, other products or services, advertising or marketing materials.You grant Intuit a perpetual, worldwide, fully transferable, sublicensable, non-revocable, fully paid-up, royalty free license to use the feedback you provide to Intuit in any way.

5.4 Intuit may monitor your Content. Intuit may, but has no obligation to, monitor content on the Services. We may disclose any information necessary to satisfy our legal obligations, protect Intuit or its customers, or operate the Services properly. Intuit, in its sole discretion, may refuse to post, remove, or refuse to remove, any Content, in whole or in part, alleged to be unacceptable, undesirable, inappropriate, or in violation of this Agreement.

6. ADDITIONAL TERMS

6.1 Intuit does not give professional advice. Unless specifically included with the Services, Intuit is not in the business of providing legal, financial, accounting, health care, real estate or other professional services or advice. Consult the services of a competent professional when you need this type of assistance.

6.2 We may tell you about other Intuit services. You may be offered other services, products, or promotions by Intuit ("Intuit Services"). Additional terms and conditions and fees may apply. With some Intuit Services you may upload or enter data from your account(s) such as names, addresses and phone numbers, purchases, etc., to the Internet.   You grant Intuit permission to use information about your business and experience to help us to provide the Intuit Services to you and to enhance the Services.You grant Intuit permission to combine your business data, if any, with that of others in a way that does not identify you or any individual personally. You also grant Intuit permission to share or publish summary results relating to research data and to distribute or license such data to third parties.

6.3 Communications. Intuit may be required by law to send you communications about the Services or Third Party Products. You agree that Intuit may send these communications to you via email or by posting them on our websites

6.4 You will manage your passwords and accept updates. You are responsible for securely managing your password(s) for the Servicesand to contact Intuit if you become aware of any unauthorized access to your accountThe Services may periodically be updated with tools, utilities, improvements, third party applications, or general updates to improve the Services. You agree to receive these updates.

7. DISCLAIMER OF WARRANTIES

7.1 YOUR USE OF THE SERVICES, SOFTWARE, AND CONTENT IS ENTIRELY AT YOUR OWN RISK. EXCEPT AS DESCRIBED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED "AS IS." TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, INTUIT, ITS AFFILIATES, AND ITS THIRD PARTY PROVIDERS, LICENSORS, DISTRIBUTORS OR SUPPLIERS (COLLECTIVELY,"SUPPLIERS") DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY THAT THE SERVICES ARE FIT FOR A PARTICULAR PURPOSE, TITLE, MERCHANTABILITY, DATA LOSS, NON-INTERFERENCE WITH OR NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS, OR THE ACCURACY, RELIABILITY, QUALITY OR CONTENT IN OR LINKED TO THE SERVICES. INTUIT AND ITS AFFILIATES AND SUPPLIERS DO NOT WARRANT THAT THE SERVICES ARE SECURE, FREE FROM BUGS, VIRUSES, INTERRUPTION, ERRORS, THEFT OR DESTRUCTION. IF THE EXCLUSIONS FOR IMPLIED WARRANTIES DO NOT APPLY TO YOU, ANY IMPLIED WARRANTIES ARE LIMITED TO 60 DAYS FROM THE DATE OF PURCHASE OR DELIVERY OF THE SERVICES, WHICHEVER IS SOONER.

7.2 INTUIT, ITS AFFILIATES AND SUPPLIERS DISCLAIM ANY REPRESENTATIONS OR WARRANTIES THAT YOUR USE OF THE SERVICES WILL SATISFY OR ENSURE COMPLIANCE WITH ANY LEGAL OBLIGATIONS OR LAWS OR REGULATIONS.

8. LIMITATION OF LIABILITY AND INDEMNITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE ENTIRE LIABILITY OF INTUIT, ITS AFFILIATES AND SUPPLIERS FOR ALL CLAIMS RELATING TO THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT YOU PAID FOR THE SERVICES DURING THE TWELVE (12) MONTHS PRIOR TO SUCH CLAIM. SUBJECT TO APPLICABLE LAW, INTUIT, ITS AFFILIATES AND 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, SPYWARE, LOSS OF BUSINESS, REVENUE, PROFITS OR INVESTMENT, OR USE OF SOFTWARE OR HARDWARE THAT DOES NOT MEET INTUIT SYSTEMS REQUIREMENTS. THE ABOVE LIMITATIONS APPLY EVEN IF INTUIT AND ITS AFFILIATES AND SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS AGREEMENT SETS FORTH THE ENTIRE LIABILITY OF INTUIT, ITS AFFILIATES AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO THE SERVICES AND ITS USE.

You agree to indemnify and hold Intuit and its Affiliates and Suppliers harmless from any and all claims, liability and expenses, including reasonable attorneys' fees and costs, arising out of your use of the Services or breach of this Agreement (collectively referred to as "Claims"). Intuit reserves the right, in its sole discretion and at its own expense, to assume the exclusive defense and control of any Claims. You agree to reasonably cooperate as requested by Intuit in the defense of any Claims.

9. CHANGES. We reserve the right to change this Agreement at any time, and the changes will be effective when posted through the Services, on our website for the Services or when we notify you by other means. We may also change or discontinue the Services, in whole or in part. Your continued use of the Services indicates your agreement to the changes.

10. TERMINATION. Intuit may immediately, in its sole discretion and without notice terminate this Agreement or suspend the Services if you fail to comply with this Agreement or if you no longer agree to receive electronic communications. Upon termination you must immediately stop using the Services and any outstanding payments will become due. Any termination of this Agreement shall not affect Intuit’s rights to any payments due to it. Intuit may terminate a free account at any time. Sections 2.2, 3 through 13 will survive and remain in effect even if the Agreement is terminated.

11. EXPORT RESTRICTIONS. You acknowledge that the Services, including the mobile application, and the underlying software may include U.S. technical data subject to restrictions under export control laws and regulations administered by the United States government. You agree that you will comply with these laws and regulations, and will not export or re-export any part of the Services, in violation of these laws and regulations, directly or indirectly.

12. GOVERNING LAW. California state law governs this Agreement without regard to its conflicts of laws provisions. You agree to the exclusive jurisdiction of state courts in Santa Clara County, California U.S.A. or federal court for the Northern District of California. Intuit does not represent that the Services are appropriate or available for use in all countries. You are accessing the Services on your own initiative and you are responsible for compliance with all applicable laws.

13. GENERAL. This Agreement, including the Additional Terms below, is the entire agreement between you and Intuit and replaces all prior understandings, communications and agreements, oral or written, regarding its subject matter. If any court of law, having the jurisdiction, rules that any part of this Agreement is invalid, that section will be removed without affecting the remainder of the Agreement. The remaining terms will be valid and enforceable. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. You cannot assign or transfer ownership of this Agreement to anyone without written approval of Intuit. However, Intuit may assign or transfer it without your consent to (a) an affiliate, (b) a company through a sale of assets by Intuit or (c) a successor by merger. Any assignment in violation of this Section shall be void. If you want to request a transfer of this Agreement, contact Intuit via an email to: transfer_license@intuit.com.

August 2011
______________________

B.  ADDITIONAL TERMS AND CONDITIONS FOR THE SERVICES

Your use of the Services provided by Intuit are subject to the General Terms of Service above including these Additional Terms and Conditions which govern your use of the Services indicated below. These Additional Terms and Conditions shall prevail over any conflict or inconsistency with the General Terms of Service above.

INTUIT QUICKBOOKS® MOBILE ("QB Mobile Services").

IMPORTANT NOTICE. IF YOU ARE ACCESSING, BROWSING, CRAWLING, SCRAPING OR IN ANY WAY USING THE QB MOBILE SERVICES WEBSITE AND/OR THE QB MOBILE SERVICES OFFERED ON THAT WEBSITE, THE FOLLOWING TERMS APPLY TO YOU IN ADDITION TO THE GENERAL TERMS OF SERVICE ABOVE. Capitalized terms not otherwise defined below have the meanings provided in the General Terms of Service above.

1.  USER ACCOUNTS. To use the QB Mobile Services, you may be required to create an account and provide information about yourself to us. You are responsible for all activities that occur in connection with your account and for maintaining the confidentiality of your account password. You agree to notify us immediately of any unauthorized use of your account. Intuit reserves the right to suspend access to or close your account at any time for any or no reason. You may not impersonate someone else, provide an email address other than your own, or create multiple accounts for the same individual or business. You must provide complete and accurate information about yourself and, if applicable, the business you represent.

2.  use with quickbooks® software. If you are a licensed user of Intuit’s QuickBooks® desktop software (“QB Desktop”), the QB Mobile Services contains certain features and functionality that allow you to upload, access and manage your data and other Content from within QB Desktop.  Any access or use of the QB Mobile Services from or with QB Desktop may be limited to only certain versions of the QB Desktop and shall also be subject to and governed by the terms of the Software License Agreement for QuickBooks® Software applicable to your licensed version and posted at: http://smallbusiness.intuit.com/small-business/legal/index.jsp (the “QB Desktop EULA”).  Access or use of the QB Mobile Services from or with QB Desktop is also subject to Intuit’s service discontinuation policy as described in the QB Desktop EULA and at http://support.quickbooks.intuit.com/support/DiscontinuationPlan.aspx.  For the purposes of this Agreement, if you are also a licensed user of QB Desktop, any reference to “QB Mobile Services” shall also include all access or use from or with QB Desktop.

3.  USE WITH A MOBILE DEVICE. Mobile access to the QB Mobile Services may not be available for all mobile devices or telecommunication providers.  You will need to check the QB Mobile Services website to ensure your mobile device and telecommunications provider is compatible with the QB Mobile Services.  Intuit is not obligated to provide a compatible version of the QB Mobile Service for all mobile devices or telecommunication providers, which are subject to change by Intuit at any time with reasonable notice to you.  Your access to the QB Mobile Services via a mobile device is also subject to the following: (i) telecommunications provider’s rates and fees, which are your sole responsibility; and (ii) the terms of your agreement with your mobile device and your telecommunications provider.

IN ADDITION TO ALL DISCLAIMERS OF WARRANTIES SET FORTH IN THE AGREMENT, INTUIT MAKES NO WARRANTIES OR REPRESENTATIONS OF ANY KIND, EXPRESS, STATUTORY OR IMPLIED AS TO:

(iv)  THE OPERATION, FUNCTIONALITY, OR AVAILABILITY OF TELECOMMUNICATION SERVICES FROM YOUR PROVIDER AND ACCESS TO THE QB MOBILE SERVICES AT ANY PARTICULAR TIME OR FROM ANY PARTICULAR LOCATION;

(v)  ANY LOSS, DESTRUCTION, DAMAGE, CORRUPTION, ATTACK, VIRUSES, INTERFERENCE, HACKING, OR OTHER SECURITY INTRUSION OF THE TELECOMMUNICATION SERVICES; AND

(vi)  (iii) ANY DISCLOSURE OF INFORMATION TO THIRD PARTIES, TIMELINESS, DELETION, MISDELIVERY OR FAILURE TO TRANSMIT ANY DATA, COMMUNICATIONS OR PERSONALIZATION SETTINGS IN CONNECTION WITH YOUR USE OF THE QB MOBILE SERVICES.

4.  UPLOADED DATA; CONTENT.

4.1  You agree and acknowledge that you are solely responsible for all data and other Content you upload to the QB Mobile Services. Intuit does not control the data or other Content stored within users' accounts and does not have any obligation to monitor such data or Content for any purpose.

4.2  In addition to any use limitations or other restrictions stated in the General Terms of Service, you acknowledge and agree that your account may be subject to limitations on storage, and/or the quantity, size and format of the data or other Content permitted for upload to the QB Mobile Services. Intuit reserves the right to change such limitations from time to time, and the changes will be effective when posted on the QB Mobile Services website or when we notify you by other means.

4.3  When you upload data or other Content to the QB Mobile Services, please be advised that the QB Mobile Services does not perform any virus-checking or other scanning for harmful code and the original resolution of your Content may be affected. You are solely responsible for any data or Content that may be lost or unrecoverable through your use of the QB Mobile Services.

4.4  You acknowledge that Intuit and its licensees may display advertisements and other information adjacent to or included with your data or Content on and through the QB Mobile Services, and you are not entitled to any compensation for such advertisements. You further acknowledge and agree that Intuit reserves the right to change the manner, mode and extent of such advertising at any time, in its sole discretion, with or without notice.

4.5  You acknowledge that as an active subscriber to the QB Mobile Service you may be offered additional discounts, products and services at Intuit's discretion, when and if they become available.

5.  PAYMENT.  You will be charged the applicable subscription fee on a recurring monthly basis for the QB Mobile Services.  Intuit reserves the right to immediately terminate access to QB Mobile Services in the event your payment method is declined, or if there are any settlement failures or chargebacks in connection with the recurring billing for your account.

6.  UPGRADES/ DOWNGRADES. If you wish to upgrade to a higher tier Services subscription, or downgrade to a lower tier Services subscription, please contact customer service.

a.  If you upgrade to a higher-priced tier, you will receive a pro-rated refund for the remainder of the lower-tier subscription amount. You will then be charged the entire higher-tier subscription amount to reflect the higher pricing of your new higher-tier subscription. Your new subscription period will start on the day you pay for the new higher-tier subscription.

b.  If you downgrade to a lower-priced tier, you will receive a pro-rated refund for the remainder of the higher-tier subscription amount. You will then be charged the entire lower-tier subscription amount to reflect the lower pricing of your new lower-tier subscription. Your new subscription period will start on the day you pay for the new lower-tier subscription.

c.  If you wish to subscribe to this Service as part of a support or bundle plan and were previously subscribed to this Service standalone, you will not receive a refund for the remainder of the billing period for the standalone product. No discounts will be given on the bundled services for previous standalone subscribers.

d.  If you wish to switch from using this Service as part of a support or bundle plan to using this Service standalone, you will not receive a refund for the remainder of the billing period for the support or bundle plan. You will not have access to any data or Content you entered to the Service as part of the support or bundle plan and you will need to re-enter data or Content into the standalone Service. No discounts will be given on the standalone services for previous support or bundle plan subscribers.

7.  CANCELLATION.  Upon cancellation you will be able to access the Services, data and other Content you uploaded to the Services only through the end of the subscription term, as specified in the product or product program pages on http://www.intuit.com.  After the subscription term ends, you will not have any access to the Services, data and other Content you uploaded. There are no refunds upon cancellation.  Please follow product instructions to cancel your account.

8.  APPLE REQUIREMENTS. If you downloaded the QB Mobile Services from the Apple iTunes App Store, the following terms also apply to you:

a.  Acknowledgement: You acknowledge that this Agreement is between you and Intuit only, and not with Apple, and Intuit, not Apple, is solely responsible for the Services and the content thereof.

b.  Scope of License: The license granted to you for the QB Mobile Services is a limited, non-transferable license to use the QB Mobile Services on an iPhone OS Product that you own or control and as permitted by the Usage Rules set forth in the Apple iTunes App Store Terms of Service.

c.  Maintenance and Support: Intuit and not Apple is solely responsible for providing any maintenance and support services with respect to the QB Mobile  Services.  You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the QB Mobile  Services.

d.  Warranty: Intuit is solely responsible for any product warranties, whether express or implied by law, to the extent not effectively disclaimed.  In the event of any failure of the QB Mobile  Services to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the QB Mobile Services to you. To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the QB Mobile Services, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be Intuit’s sole responsibility.

e.  Product Claims: Intuit, not Apple, is responsible for addressing any user or third party claims relating to the QB Mobile Services or the user’s possession and/or use of the QB Mobile Services, including, but not limited to: (i) product liability claims; (ii) any claim that the Services fail to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.

f.  Intellectual Property Rights: You acknowledge that, in the event of any third
party claim that the QB Mobile Services or your possession and use of the QB Mobile Services infringes that third party’s intellectual property rights, Intuit, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim.

g.  Legal Compliance: 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.

h.  Developer Contact Info: Direct any questions, complaints or claims to: Intuit Inc, 2632 Marine Way, Mountain View, CA 94043.

i.  Third Party Terms of Agreement: You must comply with any applicable third party terms of agreement when using the QB Mobile Services, e.g., if you are using a VoIP application, then you must not be in violation of their wireless data service agreement when using the QB Mobile Services.

j.  Third Party Beneficiary: You acknowledge and agree that Apple and Apple’s subsidiaries are third party beneficiaries of this Agreement, and that, upon your acceptance of the terms and conditions of the Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce the Agreement against you as a third party beneficiary thereof.

September, 2012

Intuit Online Payroll Terms of Service

TERMS OF SERVICE

INTUIT ONLINE PAYROLL

INTUIT ONLINE PAYROLL HOUSEHOLD 

A. GENERAL TERMS OF SERVICE. Thank you for selecting the Services offered by PayCycle, Inc., a wholly-owned subsidiary of Intuit Inc. Please review these Terms of Service ("Agreement") thoroughly. This agreement is a legal agreement between you and PayCycle, Inc. (PayCycle and Intuit will be collectively referred to as "Intuit" or "we," "our," or "us" in this Agreement). By clicking "I ACCEPT," indicating acceptance electronically, accessing or using the Services, you agree to these terms. If you do not agree to this Agreement, then do not indicate acceptance of the Agreement, and do not use the Services.

1. AGREEMENT

1.1 This Agreement describes the terms governing your use of the online services provided to you on this website, including content, updates and new releases, (collectively, the "Services"). It includes by reference:

* Intuit's Privacy Statement available on this website for the Services you selected.

* Additional Terms and Conditions for the Services that you have selected, including from third parties.

* Any terms provided separately to you for the Services, including for example, web or email product or program terms, ordering, activation, pricing and payment terms, if applicable, for the Services.

1.2 An "Affiliate" means all companies that directly or indirectly, control or are under the common control with Intuit. As used in this Agreement, control means equity ownership of fifty percent (50%) or greater interest in the voting shares held by an entity.

2. YOUR RIGHT TO USE THE SERVICES AND RESTRICTIONS

2.1 The Services are protected by copyright, trade secret, and other intellectual property laws. You are only granted the right to use the Services, and we reserve all rights of ownership in the Services not granted to you in writing here. As long as you meet any applicable payment obligations and comply with this Agreement, we grant you a personal, limited, nonexclusive, nontransferable right to use the Services that is valid only for the period of use provided in the ordering and activation terms, and only for the purposes described on the website for the Services.

2.2 You agree not to use the Services or content on this website in a manner that violates any applicable law, regulation or this Agreement. For example, unless authorized by us in writing, you agree you will not:

* Provide access to or give any part of the Services to any third party.

* Modify, disrupt or interfere with the Services, supporting servers, or networks either manually or through the use of scripts, viruses, or worms.

* Reproduce, duplicate, copy, deconstruct, sell, trade or resell the Services.

* Attempt to access any other Intuit systems that are not part of these Services.

* Excessively overload the Intuit systems used to provide the Services.

If you violate any of these terms, we may terminate this Agreement and your right to use the Services in our sole discretion.

TRIAL PERIOD. If you registered for a trial use of the Services ("Trial Period"), you must decide to purchase the Services within the Trial Period in order to retain any Content (defined in Section 6) that you have posted or uploaded during the Trial Period. If you do not purchase the Services by the end of the Trial Period, your Content will no longer be available to you, and we will not be responsible for any of it. To be very clear, after using the Services during the trial period, if you decide not to purchase the full version of the Services, you will not be able to access or retrieve any of the data you added/created during the trial.

4. YOUR PRIVACY AND PERSONAL INFORMATION. You can view Intuit's Privacy Statement on the website, or via a link on the website for the Services you have selected. You agree to be bound by the applicable Intuit Privacy Statement, subject to change in accordance with its terms. Most importantly, you agree:

* To Intuit maintaining your data according to the Intuit Privacy Statement, as part of the Services.

* To give Intuit permission to aggregate your uploaded, non-personally identifiable account data with that of other users of the Service. By way of example, this means that Intuit may use that aggregated data to improve services, design promotions, or provide ways for you to compare business practices with other users.

* Intuit is a global company and may access or store personal information in multiple countries, including countries outside of the European Union that may be deemed to have inadequate protections. When you agree to these Terms of Service, you agree to this practice.

5. CONTENT

5.1 You are responsible for your content. You are legally responsible for all information, data, text, software, music, sound, photographs, graphics, video, messages or other materials ("Content") uploaded, posted or stored through your use of the Services. You grant us a worldwide, royalty-free, non-exclusive license to host and use the Content in order to provide you with the Services. You agree not use the Services for any illegal purpose or in violation of any applicable local, state, federal or international law. You are encouraged to archive your Content regularly and frequently. You are responsible for any Content that may be lost or unrecoverable through your use of the Services. You must provide all required and appropriate warnings, information and disclosure. You agree that you will not use the Services to share, store, or in any way distribute financial data that is not in accordance with the law. Any users suspected of having information which involves fraud, embezzlement, money laundering, insider trading, support for terrorism, or any other activity proscribed by law may have their accounts terminated, their financial data erased, and they also may be reported to law enforcement officials in the appropriate jurisdictions. We are not responsible for the Content or data you submit on the website.

You agree not to use the Services to upload, post, distribute, link to, publish, reproduce, engage in or transmit any of the following, including but not limited to:

a. Illegal, fraudulent, libelous, defamatory, obscene, pornographic, profane, threatening, abusive, hateful, harassing , offensive, inappropriate or objectionable information or communications of any kind, including without limitation conduct that would encourage or constitute an attack or "flaming" others, or criminal or civil liability under any local, state, federal or foreign law;

b. Content or data that would impersonate someone else or falsely represent your identity or qualifications, or that constitutes a breach of any individual's privacy, including posting images about children or any third party without their consent (or a parent's consent in the case of a minor);

c. Except as otherwise permitted by us in writing, advertisements, solicitations, investment opportunities, chain letters, pyramid schemes, other unsolicited commercial communication or engage in spamming or flooding;

d. Virus, trojan horse, worm or other disruptive or harmful software or data; and

e. Any information, software or Content which is not legally yours and may be protected by copyright or other proprietary right, or derivative works, without permission from the copyright owner or intellectual property rights owner.

5.2 Community forums. The Services may include a community forum to exchange information with other users of the Services and the public. Please use respect when you interact with other users. We do not support and are not responsible for the accuracy of others' content in these community forums. Do not reveal information in the community forum that you do not want to make public. Users may post hypertext links to content hosted and maintained by third parties for which we are not responsible.

5.3 We may freely use feedback you provide. You agree that Intuit and its Affiliates may use your feedback, suggestions, or ideas in any way, including in future modifications of the Services, other products or services, advertising or marketing materials. You grant us a perpetual, worldwide, fully transferable, sublicensable, non-revocable, fully paid-up, royalty free license to use the feedback you provide to us in any way.

5.4 We may monitor your content from time to time. We may, but have no obligation to, monitor content on the Services. We may disclose any information necessary or appropriate to satisfy our legal obligations, protect us or our customers, or operate the Services properly. We, in our sole discretion, may refuse to post, remove, or refuse to remove, any Content, in whole or in part, alleged to be unacceptable, undesirable, inappropriate, or in violation of this Agreement.

6. ADDITIONAL TERMS YOU AGREE TO

6.1 We do not give professional advice. We are not in the business of providing legal, financial, accounting, health care, real estate or other professional services or advice. Consult the services of a competent professional when you need this type of assistance.

6.2 We may tell you about other Intuit services. You may be offered other services, features, products, applications, online communities, or promotions provided by Intuit or any of its Affiliates ("Intuit Services"). If you decide to use any of these Intuit Services, additional terms and conditions and separate fees may apply as well as the terms and conditions of this Agreement. You acknowledge that in accessing some Intuit Services you may upload or enter data from your account(s) such as names, addresses and phone numbers, purchases, and sales among others, to the Internet. You grant Intuit permission to use information about your business and experience to help us to provide the Intuit Services to you, including updating and maintaining your data, addressing errors or service interruptions, and enhancing the types of data and services Intuit may provide to you in the future. You grant Intuit permission to combine your business data, if any, with that of others in a way that does not identify you or any individual personally. We may use this data to improve services and to compare business practices with other company standards. We may use your data to create, market or promote new Intuit offerings to you and others. You also grant Intuit permission to share or publish summary results relating to research data and to distribute or license such data to third parties.

6.3 We may tell you about third party products or services. Subject to the Intuit Privacy Statement, you may be offered products or services by third parties who are not affiliated with Intuit ("Third Party Products") or the Services may contain links to third party websites ("Third Party Sites") and you agree that Intuit can use your contact information, including name and address, for the purpose of offering these products to you. If you decide to use any Third Party Products or access any Third Party Sites, you are responsible for reviewing the third party's separate product terms, website terms and privacy policies. You agree that the third parties, and not Intuit, are responsible for their product's performance and the content on their websites. Intuit is not affiliated with these Third Party Products or Third Party Sites and has no liability for them.

6.4 Communications choices. We may be required by law to send you communications about the Services or Third Party Products. You agree that we may send these communications to you via email or by posting them on one of our sponsored websites, such as smallbusiness.intuit.com. If you later decide that you do not want to receive future Communications electronically, please review the Privacy statement provided on the on the Services website to review your communications choices.

6.5 You will track your passwords and accept updates. You are responsible for securely managing your password(s) for access to the Services. If you become aware of any unauthorized access to your Services account, theft or loss of your password, you agree to contact us as soon as possible. The Services may periodically be updated with tools, utilities, improvements, third party applications, or general updates to improve and enhance the features and performance of the Services. You agree to receive these updates automatically as part of the Services.

7. DISCLAIMER OF WARRANTIES

7.1 EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, YOUR USE OF THE SERVICES, SOFTWARE, AND CONTENT IS ENTIRELY AT YOUR OWN RISK. EXCEPT AS DESCRIBED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED "AS IS." TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, INTUIT, ITS AFFILIATES, AND ITS THIRD PARTY SERVICE OR DATA PROVIDERS, LICENSORS, DISTRIBUTORS OR SUPPLIERS (COLLECTIVELY REFERRED TO AS, "SUPPLIERS") DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY THAT THE SERVICES ARE FIT FOR A PARTICULAR PURPOSE, TITLE, MERCHANTABILITY, DATA LOSS, NON-INTERFERENCE WITH OR NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS, OR THE ACCURACY, RELIABILITY, QUALITY OR CONTENT IN OR LINKED TO THE SERVICES. INTUIT AND ITS AFFILIATES AND SUPPLIERS DO NOT WARRANT THAT THE SERVICES ARE SECURE, FREE FROM BUGS, VIRUSES, INTERRUPTION, ERRORS, THEFT OR DESTRUCTION. IF THE EXCLUSIONS FOR IMPLIED WARRANTIES DO NOT APPLY TO YOU, ANY IMPLIED WARRANTIES ARE LIMITED TO 60 DAYS FROM THE DATE OF PURCHASE OR DELIVERY OF THE SERVICES, WHICHEVER IS SOONER.

7.2 INTUIT AND ITS AFFILIATES AND SUPPLIERS DISCLAIM ANY REPRESENTATIONS OR WARRANTIES THAT YOUR USE OF THE SERVICES WILL SATISFY OR ENSURE COMPLIANCE WITH ANY LEGAL OBLIGATIONS OR LAWS OR REGULATIONS. THIS DISCLAIMER APPLIES TO BUT IS NOT LIMITED TO THE HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT OF 1996 ("HIPAA"), THE GRAMM-LEACH-BLILEY ACT OF 1999, THE SARBANES-OXLEY ACT OF 2002, OR OTHER FEDERAL OR STATE STATUTES OR REGULATIONS. YOU ARE SOLELY RESPONSIBLE FOR ENSURING THAT YOUR USE OF THE SERVICES IS IN ACCORDANCE WITH APPLICABLE LAW.

8. LIMITATION OF LIABILITY AND INDEMNITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE ENTIRE LIABILITY OF INTUIT, AND ITS AFFILIATES AND SUPPLIERS FOR ALL MATTERS OR CLAIMS RELATING TO THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT YOU PAID FOR THE SERVICES DURING THE TWELVE (12) MONTHS PRIOR TO SUCH CLAIM. SUBJECT TO APPLICABLE LAW, INTUIT AND ITS AFFILIATES AND 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, SPYWARE, LOSS OF BUSINESS, REVENUE, PROFITS OR INVESTMENT, OR USE OF SOFTWARE OR HARDWARE THAT DOES NOT MEET INTUIT SYSTEMS REQUIREMENTS. THE ABOVE LIMITATIONS APPLY EVEN IF INTUIT AND ITS AFFILIATES AND SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS AGREEMENT SETS FORTH THE ENTIRE LIABILITY OF INTUIT, ITS AFFILIATES AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO THE SERVICES AND ITS USE. 

You agree to indemnify and hold Intuit and its Affiliates and Suppliers harmless from any and all claims, liability and expenses, including reasonable attorneys' fees and costs, arising out of your use of the Services or breach of this Agreement (collectively referred to as "Claims"). 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 in the defense of any Claims.

9. CHANGES TO THIS AGREEMENT OR THE SERVICES. We may change this Agreement from time to time, and the changes will be effective when posted on our website for the Services or when we notify you by other means. Please review the Agreement periodically on this website for changes. We have the right to change any of the terms of this Agreement upon reasonable notice to you. We may also change or discontinue the Services, in whole or in part, including but not limited to, the Internet based services, pricing, technical support options, and other product-related policies. Your continued use of the Services after we post or otherwise notify you of any changes, indicates your agreement to the changes.

10. TERMINATION.

10.1 Either you or Intuit may terminate this Agreement (either entirely, or only with respect to direct deposit or electronic tax payment options) for any reason or no reason by giving notice in accordance with the information then on the website, effective immediately. Reasons why we may terminate this Agreement include, without limitation: (1) you fail to provide and update credit card information that enables us to collect fees; (2) any information you give us is false, misleading or incomplete; or (3) you engage in conduct which, in our judgment, interferes with the operation or use of the Service (e.g., excessive use of the Service which disrupts the use of the Service by other users).

10.2 Upon termination, you will pay all outstanding amounts owed to us. Service fees paid to us are not refundable upon termination. Those sections of this Agreement, which by their nature should survive termination, shall survive. You may continue to access the data in your Services account up to six months after the end of the calendar year in which you terminate. You should make archival copies of all of your payroll data, payments, and tax forms during that time. After the end of this access period we reserve the right to permanently and irrevocably destroy your Services data in accordance with our standard practices.

11. EXPORT RESTRICTIONS. You acknowledge that this website, the Services, and the underlying software may include U.S. technical data subject to restrictions under export control laws and regulations administered by the United States government. You agree that you will comply with these laws and regulations, and will not export or re-export the Services, or any part of the Services, in violation of these laws and regulations, directly or indirectly. You also agree not to provide access to any part of the Services to anyone who you have reason to know may use the Services in the development of nuclear, chemical, or biological weapons.

12. GOVERNING LAW AND JURISDICTION. California state law governs this Agreement without regard to its conflicts of laws provisions. To resolve any legal dispute arising from this Agreement, you agree to the exclusive jurisdiction of state courts in Santa Clara County, California U.S.A. or federal court for the Northern District of California. We do not represent that information on the website for the Services is appropriate or available for use in all countries. We prohibit accessing materials from countries or states where contents are illegal. You are accessing this website on your own initiative and you are responsible for compliance with all applicable laws.

13. LANGUAGE. Any translation of this Agreement is done for local requirements and in the event of a dispute between the English and any non-English version, the English version of this Agreement shall govern. 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.

14. GENERAL. This Agreement is the entire agreement between you and Intuit and replaces all prior understandings, communications and agreements, oral or written, regarding its subject matter. This Agreement may be modified only by a written amendment signed by the parties or as provided in this Agreement. If any court of law, having the jurisdiction, rules that any part of this Agreement is invalid, that section will be removed without affecting the remainder of the Agreement. The remaining terms will be valid and enforceable. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. You cannot assign or transfer ownership of this Agreement to anyone without our prior written approval. However, we may assign or transfer it without your consent to (a) an Affiliate, (b) another company through a sale of assets or (c) a successor by merger. Any assignment in violation of this Section shall be void. If you want to request a transfer of this Agreement or if your company is acquired by or merged into another company, contact us via an email to: transfer_license@intuit.com.

Failure by either party to exercise any right to require performance under this Agreement will not be construed as a waiver of any subsequent right to require performance or to claim of breach of contract. Except as otherwise provided herein, the rights and remedies provided for in this Agreement are not exclusive, and both you and Intuit retain all rights and remedies now or hereafter provided by law in addition to those provided for in this Agreement. No delay in or failure of performance by us under this Agreement will be considered a breach of this Agreement and will be excused to the extent caused by any occurrence beyond our reasonable control including, but not limited to, acts of God, power outages, failures of the Internet or any funds transfer system, or compliance with applicable law or regulation. If any court, mediation or arbitration action is brought by either us or you to enforce any provision of this Agreement, the prevailing party in such action will be entitled to recover both attorneys' fees and costs from the other party. If the parties agree to settle their claims against each other, each party will be responsible for its own attorneys' fees and costs.


B. ADDITIONAL TERMS AND CONDITIONS

* Your use of the Services is subject to the General Terms of Service above including these Additional Terms and Conditions which govern your use of the Services indicated below. These Additional Terms and Conditions shall prevail over any conflict or inconsistency with the General Terms of Service above.

1. Terms Applicable to both Intuit Online Payroll and Intuit Online Payroll Household

1.1 Permitted Uses and Restrictions on Use.

A. Intuit Online Payroll. The Service may only be used for its intended purpose of calculating payroll and its associated liabilities for your business and making related payroll and tax payments or tax filings electronically (if you elect electronic payment or filing options). The Service also may be used for preparing and filing federal Form 1099-MISC for contractors, if you choose. You may not use the Service on a professional basis for anyone other than you.

B. Intuit Online Payroll Household. The Service may only be used for its intended purpose of calculating payroll and its associated liabilities for your household employees, and for making related payroll and tax payments or tax filings electronically (if you elect electronic payment or filing options). The Service may not be used by businesses or on a professional basis for anyone other than you.

1.2 The Service does not include calculation of deductions or taxes other than those that apply only to payroll, nor does it include backup withholding on payments to contractors, nor does it include calculation or reporting of penalties or interest on delinquent tax payments. Depending on the type of Service you request, you may need to complete and sign additional forms or authorizations that we will provide to you as required by law or otherwise necessary to provide the Service.

1.3 You are responsible for maintaining the confidentiality of your User ID, password, and any applicable challenge questions ("Security Devices") according to the rules and guidelines that have been provided to you. If you grant access to your account to one or more additional users, you are responsible for ensuring that they maintain the confidentiality of their respective User IDs, passwords, and challenge questions, and comply with all terms and conditions of this Agreement. You are responsible for (i) all actions taken on the Services Web site using your Security Devices, whether or not authorized by you, and (ii) any transactions resulting from your failure to maintain the confidentiality of the Security Devices. You agree that your User ID and password have the same effect as your written signature authorizing electronic payments, filings and other actions on the Service's Web site. You may change your Security Devices in accordance with the procedures provided on the Service's Web site. You agree to notify us immediately if you become aware of any unauthorized use of your Security Devices. You acknowledge and agree that the Security Devices are intended to confirm authenticity of your instructions and not to detect errors in the contents or transmission of your instructions, and that the Security Devices are a commercially reasonable means of authentication for your business. You represent and warrant to us that you are authorized to use the Service on behalf of the business identified in your Services account (including authorization to pay us fees and to make electronic payments or filings on behalf of the business, if applicable) and to make on behalf of the business the representations and commitments required of the business by this Agreement and the Web site.

1.4 The Service does not include obtaining your access to the Internet for connecting to the Service. You acknowledge that the operation and availability of the communications systems used for accessing and interacting with the Service (e.g., the public telephone computer networks and the Internet) or to transmit information to the taxing authorities can be unpredictable and may, from time to time, interfere with or prevent access to the Service or its operation. We are not in any way responsible for any such interference with or prevention of your use of or access to the Service. When the Internet is not available, you must contact customer support by telephone or by other means for instructions on how to calculate paychecks for your employees and make tax payments and filings.

2. Fees

2.1 We will charge the credit card or other payment method you designate on the website for the posted fees for the Service you select. We will also charge you for any sales, use or other taxes applicable to the Service. We charge additional fees for exceptions processing, setup and other special services, as posted on our website. We may change the schedule of fees or the terms of this Agreement from time to time. We will post the revised fees and/or Agreement on our website. You will be notified of any change in fees at least 30 days in advance of the effective date. If a fee increase or change to this Agreement is not acceptable, you may cancel the Service as provided herein prior to the time when it takes effect. Continuing to use the Service constitutes your agreement to all changes.

2.2 If we cannot collect fees due to credit limits on your credit card or any other reason, or if you sign up for electronic payment options and we cannot collect amounts due because of insufficient funds in your account or any other reason, you must pay the amount due immediately upon demand, plus our exceptions processing fees, plus any bank fees or charges for return items, plus interest at the lesser of 18% annually or the maximum allowed by law, plus attorney's fees and other costs of collection as allowed by law. In addition, we may terminate this Agreement, discontinue the Service (either entirely, or only with respect to electronic payment options, in our sole discretion) and avail ourselves of any other available remedy. We may make appropriate reports to credit reporting agencies, financial institutions, tax agencies and law enforcement authorities, and cooperate with them in any resulting investigation or prosecution.

3. Customer Support

We provide customer support to help you set up your payroll correctly and run your payroll using the Service. Free live support may be available by telephone or online, according to our standard practices.

4. Payroll Accuracy Requirements

4.1 Our processing may include receiving and reviewing credit or similar reports on your business and its principals. Therefore the information you provide to us must be accurate and complete, otherwise the tax calculations may be wrong, and the Intuit Online Payroll service may not perform correctly. Intuit will not be liable for any penalty, interest or other liability that results from inaccurate or incomplete information you supply.

4.2 Intuit Online Payroll may have restrictions on the number of employees for whom payroll can be processed. Intuit Online Payroll does not include furnishing advice of deductions or providing information regarding selected local and state taxes.

5. Direct Deposit Option

If you use Intuit Online Payroll Basic or Intuit Online Payroll Household, you may request direct deposit ("Direct Deposit") of your employees' paychecks. If you use Intuit Online Payroll Plus, you may also request Direct Deposit of your contractors' paychecks We reserve the right to delay or decline processing Direct Deposit transactions (i) that significantly differ, in our sole opinion, from your typical payment activity or volume of payment transactions, (ii) for which sufficient funds are not available in your account, (iii) that are otherwise in violation of this Agreement or the ACH rules (described below), or (iv) that, in our sole opinion, may pose a risk of loss to us.

Sign Up/Activation. The Direct Deposit service will begin after we receive and process all the information, including any credit card or bank account information, requested by the sign up form. Processing your information may include validating information such as your PIN, submitting your sign up information to third parties such as your bank, credit reporting agencies and/or other agencies we may use to validate your identity and/or credit history. We may also receive and review credit or similar reports on your business and its principals provided by such third parties. Therefore the information you provide to us must be accurate and complete or direct deposits may not be made, and we will be unable to perform the Direct Deposit service for you.

Use and Restrictions. You may use Direct Deposit only for payroll direct deposits. You may fund your paychecks to your employees and contractors, as authorized by this Agreement ("Payments") by initiating electronic withdrawals within the Service from the demand deposit account of the financial institution you identified on the sign up form ("Your Account"). You may identify other financial institutions in the future to fund the direct deposit payroll payments to your employees and contractors. Under certain circumstances we may use wire draw down requests or other funding methods (collectively "Debits") to fund your payroll direct deposits. Debits may also be initiated to pay servicing fees, e.g. NSF's and reversals. When you send Payments over the Internet you will receive confirmation that the Payments were sent. However, a confirmation does not mean that your submission of Payments was error-free. If errors are detected later we may be unable to complete the submission of your Payments. We will make reasonable efforts to tell you if we cannot complete your Payments. Payments taking place after certain processing deadlines may be considered to occur on the next business day.

Special processing fees may apply to some Payments. We may establish certain security limits on Payment submissions we process, such as a maximum number or dollar amount of Payments. We may change these limits from time to time and may choose not to disclose them.

Your Responsibilities. You must input all required Payment information on the Services website and approve the transaction no later than 5:00 p.m. Pacific Time on the date indicated on the website. You may not cancel or change transactions after that time. You must send us your Payments before the daily cut-off time in order for them to be processed on that day. Payments sent after the cut-off time may be processed the following banking day. Debits will be charged to Your Account four business banking days before the pay date for your first payroll and one banking day thereafter, before the pay date of the applicable payroll and you must have sufficient funds in Your Account to fulfill your Payments on that date. After that, no interest or earnings will accrue to you, even if we retain amounts withdrawn for payroll taxes until they are due to the appropriate payroll tax agencies You are solely responsible for verifying that all Payments have been received and are accurate. It is your responsibility to keep any payroll, tax or other records you may need for reference, even though we may have information about the Payments in our files.

Authorization and Agreement for Direct Payments (ACH Debits). You acknowledge and agree that (i) Payments will typically go through the Automated Clearing House (the "ACH"), (ii) your Payments will be governed by the ACH rules, and (iii) the origination of ACH transactions to Your Account must comply with the provisions of U.S. law. You must indemnify and defend us against any claims or lawsuits, including attorneys' fees that arise from or result from your Payments. If we tell you that an account number or other information concerning your Payments has changed, this corrected information must be used to initiate future Payments. You authorize us to (a) initiate debit entries to Your Account and to debit the same to such account, and (b) send Payments electronically or by any other commercially accepted method to Your Account. You authorize and direct the depository financial institution that holds Your Account to (x) charge each Debit to Your Account and pay that amount to us, and (y) respond to inquiries from us regarding your information and Your Account. This authorization will remain in full force and effect until we have received written notification from you of its termination in such time and in such manner as to afford us and the depository financial institution that holds Your Account a reasonable opportunity to act on it.

Representations and Warranties. You represent and warrant that (i) each person or entity to whom you send Payments has authorized the Payments and any necessary adjustments to be applied to his, her or its account, (ii) at the time any Payment is made you have no actual knowledge that the authorization has been revoked or terminated, (iii) your Payments comply with the laws that apply to them, (iv) that you have authorization to make withdrawals to Your Account and (vi) that all the information you provided to enter into the Agreement is true and correct. You warrant everything that we must warrant as an ACH Originator, and you accept any liability you or we may incur which is caused by your payment transactions.

You agree that we may request, obtain and use credit reports and other information about you from third party sources.

Your Account. We may refuse to process your Payments if we reasonably believe that Your Account balance is insufficient to cover the dollar amount of the Payments or for any other reason we deem reasonable. If any amount debited against you is dishonored or returned for any reason, such as, but not limited to, non-sufficient funds, account closed, inability to locate account, or reversal by you and/or your bank, we may; a) reverse any corresponding credit issued to us, you, your employees or any other party without liability to you or any other party, (b) reverse direct deposit transactions, (c) refuse to perform further Services, (d) apply any money currently held by us to any amount owed to us by you, (e) charge you a one-time insufficient funds penalty fee for each occurrence, (f) report this information to any and all credit agencies and/or financial institutions and/or (g) immediately terminate this Agreement. We may assess and collect interest at the rate of one and one-half percent (1.5%) per month (18% per annum) on any amounts owing and unpaid ten (10) days after demand. If further collection attempts are required, all of our collections costs, including any costs associated with termination of this Agreement and including but not limited to, attorney fees, where permitted by law, will be charged to you. This section shall, to the extent applicable, survive the termination of this Agreement.

General. We may review your use of the Direct Deposit service, your credit status or other factors periodically, including submitting your information to third parties such as your bank, credit reporting agencies and/or other agencies used to validate your identity and/or credit history, and/or reviewing credit or similar reports on your business and its principals provided by these third parties. We may terminate your participation in the Direct Deposit service after such a review. If you (i) default in the payment of any sum of money hereunder, (ii) default in the performance of any other obligations under this Agreement, or (iii) commit an act of Bankruptcy or become the subject of any proceeding under the Bankruptcy Act or become insolvent, or if any substantial portion of your property becomes subject to levy, seizure, assignment, application for sale for or by any creditor or governmental agency, then, in any such event, we, at our option, may, upon written notice thereof, (a) terminate the Agreement, (b) declare all amounts due and to become immediately due and payable and/or (c) require you to deposit an amount equal to its average future monthly or annual processing charges to prepay for any future processing.

6. Electronic Filing and Payment of Payroll Tax - Applicable to Intuit Online Payroll only.

You must have a current subscription to the applicable Intuit Online Payroll Service in order to electronically file and pay your payroll taxes ("Transaction") using the Service. If you choose to file and/or pay your Transaction electronically, it will be forwarded to our Electronic Filing Center where we will convert it to a standardized format and transmit it to the applicable federal and/or state taxing authority (the "Electronic Filing Services"). You are responsible for verifying the status of your Transaction to confirm that it has been received and accepted by the applicable taxing authority, and if necessary, for filing and paying it manually in the event that the taxing authority rejects your Transaction (e.g., incorrect bank account number, invalid pin, duplicate payment). Except to the extent required by applicable law, we have no obligation to store, maintain or provide to you any information you provide to use, and you agree to print and save a copy of your Transaction for your records. By using this system to prepare and submit your Transaction, you consent to the disclosure to the IRS and any other tax or revenue authority of all information pertaining to your use of the Electronic Filing Services. Using the system to prepare and submit your Transaction with state taxing authorities is subject to availability.

Some Transactions may go through the Automated Clearing House (the "ACH"), and you agree that your Transactions will be governed by the ACH rules. You warrant to us everything that we must warrant as an ACH Originator, and you accept any liability you or Intuit may incur which is caused by your Transactions. If we tell you that information concerning your Transactions has changed, you must use this corrected information in the future to initiate Transactions.

You authorize us to send Transactions, electronically or by any other commercially accepted method, to the appropriate financial institution or taxing authority. You also authorize and direct the institution which holds your demand deposit account, identified when you sign up, or any other account you identify when using the Payroll Service in the future ("Your Account(s)"), to charge each debit to Your Account(s) and pay that amount to the government agency. You authorize us and our agents (if applicable) to enroll you with the appropriate taxing authorities for the purposes of e-filing and e-payment at our discretion. This authorization remains in effect until you notify us that this authorization is revoked.

In using the payroll tax electronic filing and payment service you understand that certain features may not be in a final form. As a result, the payroll tax electronic filing and payment service may contain errors, "bugs" and other problems which may result in the failure of your Transaction to be filed or paid with the appropriate taxing authority. You agree that we may contact you in order to assist you with the service and to obtain information needed to determine and fix any error.

DISCLAIMER. YOU ASSUME FULL RESPONSIBILITY FOR THE USE OF THE PAYROLL SERVICE TO ACHIEVE YOUR INTENDED PURPOSES, FOR THE PROPER INSTALLATION AND USE OF THE PAYROLL SERVICE AND FOR VERIFYING THE RESULTS OBTAINED FROM USE OF THE PAYROLL SERVICE. INTUIT AND ITS SUPPLIERS DISCLAIM ANY WARRANTY THAT THE FUNCTIONS CONTAINED IN THE PAYROLL SERVICE WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION OF THE PAYROLL SERVICE WILL BE UNINTERRUPTED OR ERROR FREE.

7. Limited Warranty

7.1 We warrant to you the accuracy of payroll tax calculations on each pay stub and tax filing prepared using the Service, subject to the following terms and conditions. As your sole and exclusive remedy and our sole and exclusive liability for breach of the foregoing warranty, we will pay all government penalties and interest assessed against you due solely to calculation errors made by the Service. This warranty does not apply to any assessments, penalties or interest resulting from, among other things, your use of the Service to process payroll data for which it is not appropriate (such as foreign payroll), your failure to make and record payroll, tax payments and filings in the manner and on the schedule recommended by us, your failure to enter on the Services website timely and accurate compensation information for your employees, your use of the Service to prepare pay stubs, tax payments or tax filings based in whole or in part on payroll or tax payment information that you calculated or input incorrectly or that you approved after it has been input and presented to you for review, or your failure to file an amended return or make an additional payment to avoid or reduce your penalty or interest after you have received notice from the government or us that you should do so. We will endeavor to post on our website notices of corrections and updates to the Service or to notify you according to the contact information that you provide on the website, which you agree to update promptly with all changes.

7.2 In general, we calculate your payroll taxes based on the assumption that the wages you pay to employees (but not payments you make to contractors) are subject to all payroll taxes applicable to your geographical area. For example, we assume that you are subject to federal unemployment tax, although you may not be if you did not pay wages of at least $1,500 in at least one calendar quarter this year or last year. We encourage you to make tax payments in full when due, although some tax agencies do not assess penalties for small payment shortfalls that are made up by the end of a reporting period. In some cases, you can customize the Service for situations such as those described above. In other cases, you may have to make adjustments outside the Service in order to take advantage of certain payroll tax exemptions. We do not warrant that the Service will minimize your payroll taxes automatically.

7.3 If you believe you are entitled to payment under this warranty, you must notify customer support as directed on the website as soon as you learn of the mistake (and in no event later than 30 days after the assessment is made). You must include a copy of the government notice. By claiming payment, you authorize us to obtain and review any data files that may be in our possession or control in order to evaluate your claim. You remain responsible for paying any additional tax liability you may owe and providing assistance and additional information as we may reasonably request. This warranty is for your benefit only and is not transferable, and will be null and void if you breach any terms or conditions of this Agreement.

April 2010

Intuit QuickBooks Attached Documents Terms of Service

INTUIT TERMS OF SERVICE

 

A. INTUIT GENERAL TERMS OF SERVICE.  Thank you for selecting the Services offered by Intuit Inc. or its Affiliates (referred to as "Intuit", "we", "our", or "us") on this website. Please review these Terms of Service ("Agreement") thoroughly. This Agreement is a legal agreement between you and Intuit. By clicking "I AGREE," indicating acceptance electronically, accessing or using the Services, you agree to these terms. If you do not agree to this Agreement, then do not indicate acceptance of the Agreement, and do not use the Services.

1. AGREEMENT

1.1 This Agreement describes the terms governing your use of the Intuit online services provided to you on this website, including content, updates and new releases, (collectively, the "Services"). It includes by reference:

  • Intuit's Privacy Statement available on this website or provided to you in writing for the Services you selected.

  • Additional Terms and Conditions for the Services that you have selected, including from third parties.

  • Any terms provided separately to you for the Services, including for example, web or email product or program terms, ordering, activation, pricing and payment terms, if applicable, for the Services.

1.2 An "Affiliate" means all Intuit companies and subsidiaries that directly or indirectly, control or are controlled by Intuit, or are under the common control with Intuit. As used in this Agreement, control means equity ownership of fifty percent (50%) or greater interest in the voting shares held by an entity.

2. YOUR RIGHTS TO USE THE SERVICES AND RESTRICTIONS

2.1 The Services are protected by copyright, trade secret, and other intellectual property laws. You are only granted the right to use the Services, and Intuit reserves all rights of ownership in the Services not granted to you in writing here. As long as you meet any applicable payment obligations and comply with this Agreement, Intuit grants to you a personal, limited, nonexclusive, nontransferable right to use the Services that is valid only for the period of use provided in the ordering and activation terms, and only for the purposes described by Intuit on the website for the Services.

2.2 You agree not to use the Services or content on this website in a manner that violates any applicable law, regulation or this Agreement. For example, unless authorized by Intuit in writing, you agree you will not:

  • Provide access to or give any part of the Services to any third party.

  • Reproduce, duplicate, copy, deconstruct, sell, trade or resell the Services.

  • Attempt to access any other Intuit systems that are not part of these Services.

  • Excessively overload the Intuit systems used to provide the Services.

If you violate any of these terms, this Agreement and your right to use the Services may be terminated by Intuit in its sole discretion.

3. PAYMENT. For Services offered on a payment or subscription basis, the following terms apply, unless Intuit notifies you otherwise in writing. This Agreement also incorporates by reference and includes program ordering and payment terms provided to you on the website for the Services:

a.     Payments will be billed to you in U.S. dollars, and your account will be debited when you subscribe and provide your payment information, unless stated otherwise in the program ordering or payment terms on the website for the Services.

b.     You must pay with one of the following:

  • 1.     A valid credit card acceptable to Intuit;
  • 2.     A valid debit card acceptable to Intuit;
  • 3.     Sufficient funds in a checking or savings account to cover an electronic debit of the payment due;
    or
  • 4.     By another payment option Intuit provides to you in writing.

c.     If your payment and registration information is not accurate, current, and complete and you do not notify us promptly when such information changes, we may suspend or terminate your account and refuse any use of the Services.

d.     Intuit will automatically renew your monthly or annual Services at the current rates, unless the Services are cancelled or terminated under this Agreement.

e.     Additional cancellation or renewal terms may be provided to you on the website for the Services.


4. TRIAL PERIOD. If you registered for a trial use of the Services ("Trial Period"), you must decide to purchase the Services within the Trial Period in order to retain any Content (defined in Section 6) that you have posted or uploaded during the Trial Period. If you do not purchase the Services by the end of the Trial Period, your Content will no longer be available to you, and Intuit will not be responsible for any of it. To be very clear, after using the Services during the trial period, if you decide not to purchase the full version of the Services, you will not be able to access or retrieve any of the data you added/created during the trial.

5. YOUR PRIVACY AND PERSONAL INFORMATION. You can view Intuit's Privacy Statement on the website, or via a link on the website for the Services you have selected. You agree to be bound by the applicable Intuit Privacy Statement, subject to change in accordance with its terms. Most importantly, you agree:

  • To Intuit maintaining your data according to the Intuit Privacy Statement, as part of the Services.

  • To give Intuit permission to aggregate your uploaded, non-personally identifiable account data with that of other users of the Service. By way of example, this means that Intuit may use that aggregated data to improve services, design promotions, or provide ways for you to compare business practices with other users.

  • Intuit is a global company and may access or store personal information in multiple countries, including countries outside of the European Union that may be deemed to have inadequate protections. When you agree to these Terms of Service, you agree to this practice.


6. CONTENT

6.1 You are responsible for your content. You are legally responsible for all information, data, text, software, music, sound, photographs, graphics, video, messages or other materials ("Content") uploaded, posted or stored through your use of the Services. You grant Intuit a worldwide, royalty-free, non-exclusive license to host and use the Content in order to provide you with the Services. You agree not use the Services for any illegal purpose or in violation of any applicable local, state, federal or international law. You are encouraged to archive your Content regularly and frequently. You are responsible for any Content that may be lost or unrecoverable through your use of the Services. You must provide all required and appropriate warnings, information and disclosure. You agree that you will not use the Services to share, store, or in any way distribute financial data that is not in accordance with the law. Any users suspected of having information which involves fraud, embezzlement, money laundering, insider trading, support for terrorism, or any other activity proscribed by law may have their accounts terminated, their financial data erased, and they also may be reported to law enforcement officials in the appropriate jurisdictions. Intuit is not responsible for the Content or data you submit on the website.
You agree not to use the Services to upload, post, distribute, link to, publish, reproduce, engage in or transmit any of the following, including but not limited to:

a.     Illegal, fraudulent, libelous, defamatory, obscene, pornographic, profane, threatening, abusive, hateful, harassing , offensive, inappropriate or objectionable information or communications of any kind, including without limitation conduct that would encourage or constitute an attack or "flaming" others, or criminal or civil liability under any local, state, federal or foreign law;

b.     Content or data that would impersonate someone else or falsely represent your identity or qualifications, or that constitutes a breach of any individual's privacy, including posting images about children or any third party without their consent (or a parent's consent in the case of a minor);

c.     Except as otherwise permitted by Intuit in writing, advertisements, solicitations, investment opportunities, chain letters, pyramid schemes, other unsolicited commercial communication or engage in spamming or flooding;

d.     Virus, trojan horse, worm or other disruptive or harmful software or data; and

e.     Any information, software or Content which is not legally yours and may be protected by copyright or other proprietary right, or derivative works, without permission from the copyright owner or intellectual property rights owner.


6.2 Community forums. The Services may include a community forum to exchange information with other users of the Services and the public. Please use respect when you interact with other users. Intuit does not support and is not responsible for the accuracy of others' content in these community forums. Do not reveal information in the community forum that you do not want to make public. Users may post hypertext links to content hosted and maintained by third parties for which Intuit is not responsible.

6.3 Intuit may freely use feedback you provide. You agree that Intuit may use your feedback, suggestions, or ideas in any way, including in future modifications of the Services, other products or services, advertising or marketing materials. You grant Intuit a perpetual, worldwide, fully transferable, sublicensable, non-revocable, fully paid-up, royalty free license to use the feedback you provide to Intuit in any way.

6.4 Intuit may monitor your content from time to time. Intuit may, but has no obligation to, monitor content on the Services. We may disclose any information necessary or appropriate to satisfy our legal obligations, protect Intuit or its customers, or operate the Services properly. Intuit, in its sole discretion, may refuse to post, remove, or refuse to remove, any Content, in whole or in part, alleged to be unacceptable, undesirable, inappropriate, or in violation of this Agreement.

7. ADDITIONAL TERMS YOU AGREE TO

7.1 Intuit does not give professional advice. Intuit is not in the business of providing legal, financial, accounting, health care, real estate or other professional services or advice. Consult the services of a competent professional when you need this type of assistance.

7.2 We may tell you about other Intuit services. You may be offered other services, features, products, applications, online communities, or promotions provided by Intuit ("Intuit Services"). If you decide to use any of these Intuit Services, additional terms and conditions and separate fees may apply. You acknowledge that in accessing some Intuit Services you may upload or enter data from your account(s) such as names, addresses and phone numbers, purchases, and sales among others, to the Internet. You grant Intuit permission to use information about your business and experience to help us to provide the Intuit Services to you, including updating and maintaining your data, addressing errors or service interruptions, and enhancing the types of data and services Intuit may provide to you in the future. You grant Intuit permission to combine your business data, if any, with that of others in a way that does not identify you or any individual personally. We may use this data to improve services and to compare business practices with other company standards. We may use your data to create, market or promote new Intuit offerings to you and others. You also grant Intuit permission to share or publish summary results relating to research data and to distribute or license such data to third parties.

7.3 We may tell you about third party products or services. Subject to the Intuit Privacy Statement, you may be offered products or services by third parties who are not affiliated with Intuit ("Third Party Products") or the Services may contain links to third party websites ("Third Party Sites") and you agree that Intuit can use your contact information, including name and address, for the purpose of offering these products to you. If you decide to use any Third Party Products or access any Third Party Sites, you are responsible for reviewing the third party's separate product terms, website terms and privacy policies. You agree that the third parties, and not Intuit, are responsible for their product's performance and the content on their websites. Intuit is not affiliated with these Third Party Products or Third Party Sites and has no liability for them.

7.4 Communications choices. Intuit may be required by law to send you communications about the Services or Third Party Products. You agree that Intuit may send these communications to you via email or by posting them on one of our sponsored websites, such as smallbusiness.intuit.com. If you later decide that you do not want to receive future Communications electronically, please review the Privacy statement provided on the on the Services website to review your communications choices.

7.5 You will track your passwords and accept updates. You are responsible for securely managing your password(s) for access to the Services. If you become aware of any unauthorized access to your Services account, theft or loss of your password, you agree to contact Intuit as soon as possible. The Services may periodically be updated with tools, utilities, improvements, third party applications, or general updates to improve and enhance the features and performance of the Services. You agree to receive these updates automatically as part of the Services.

8. DISCLAIMER OF WARRANTIES

8.1 YOUR USE OF THE SERVICES, SOFTWARE, AND CONTENT IS ENTIRELY AT YOUR OWN RISK. EXCEPT AS DESCRIBED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED "AS IS." TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, INTUIT, ITS AFFILIATES, AND ITS THIRD PARTY SERVICE OR DATA PROVIDERS, LICENSORS, DISTRIBUTORS OR SUPPLIERS (COLLECTIVELY REFERRED TO AS, "SUPPLIERS") DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY THAT THE SERVICES ARE FIT FOR A PARTICULAR PURPOSE, TITLE, MERCHANTABILITY, DATA LOSS, NON-INTERFERENCE WITH OR NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS, OR THE ACCURACY, RELIABILITY, QUALITY OR CONTENT IN OR LINKED TO THE SERVICES. INTUIT AND ITS AFFILIATES AND SUPPLIERS DO NOT WARRANT THAT THE SERVICES ARE SECURE, FREE FROM BUGS, VIRUSES, INTERRUPTION, ERRORS, THEFT OR DESTRUCTION. IF THE EXCLUSIONS FOR IMPLIED WARRANTIES DO NOT APPLY TO YOU, ANY IMPLIED WARRANTIES ARE LIMITED TO 60 DAYS FROM THE DATE OF PURCHASE OR DELIVERY OF THE SERVICES, WHICHEVER IS SOONER.

8.2 INTUIT AND ITS AFFILIATES AND SUPPLIERS DISCLAIM ANY REPRESENTATIONS OR WARRANTIES THAT YOUR USE OF THE SERVICES WILL SATISFY OR ENSURE COMPLIANCE WITH ANY LEGAL OBLIGATIONS OR LAWS OR REGULATIONS. THIS DISCLAIMER APPLIES TO BUT IS NOT LIMITED TO THE HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT OF 1996 ("HIPAA"), THE GRAMM-LEACH-BLILEY ACT OF 1999, THE SARBANES-OXLEY ACT OF 2002, OR OTHER FEDERAL OR STATE STATUTES OR REGULATIONS. YOU ARE SOLELY RESPONSIBLE FOR ENSURING THAT YOUR USE OF THE SERVICES IS IN ACCORDANCE WITH APPLICABLE LAW.

9. LIMITATION OF LIABILITY AND INDEMNITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE ENTIRE LIABILITY OF INTUIT, AND ITS AFFILIATES AND SUPPLIERS FOR ALL MATTERS OR CLAIMS RELATING TO THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT YOU PAID FOR THE SERVICES DURING THE TWELVE (12) MONTHS PRIOR TO SUCH CLAIM. SUBJECT TO APPLICABLE LAW, INTUIT AND ITS AFFILIATES AND 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, SPYWARE, LOSS OF BUSINESS, REVENUE, PROFITS OR INVESTMENT, OR USE OF SOFTWARE OR HARDWARE THAT DOES NOT MEET INTUIT SYSTEMS REQUIREMENTS. THE ABOVE LIMITATIONS APPLY EVEN IF INTUIT AND ITS AFFILIATES AND SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS AGREEMENT SETS FORTH THE ENTIRE LIABILITY OF INTUIT, ITS AFFILIATES AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO THE SERVICES AND ITS USE.

You agree to indemnify and hold Intuit and its Affiliates and Suppliers harmless from any and all claims, liability and expenses, including reasonable attorneys' fees and costs, arising out of your use of the Services or breach of this Agreement (collectively referred to as "Claims"). Intuit reserves the right, in its sole discretion and at its own expense, to assume the exclusive defense and control of any Claims. You agree to reasonably cooperate as requested by Intuit in the defense of any Claims.

10. CHANGES TO THIS AGREEMENT OR THE SERVICES. We may change this Agreement from time to time, and the changes will be effective when posted on our website for the Services or when we notify you by other means. Please review the Agreement periodically on this website for changes. We have the right to change any of the terms of this Agreement upon reasonable notice to you. We may also change or discontinue the Services, in whole or in part, including but not limited to, the Internet based services, pricing, technical support options, and other product-related policies. Your continued use of the Services after Intuit posts or otherwise notifies you of any changes, indicates your agreement to the changes.

11. TERMINATION. Intuit may immediately and without notice terminate this Agreement or suspend the Services provided to you, if you fail to comply with these terms or if you no longer agree to receive electronic communications (see Section 7.4). Upon termination you must immediately stop using the Services and any outstanding payments will become due. Any termination of this Agreement shall not affect Intuit's rights to any payments due to it. Intuit may terminate a free account at any time. Other requirements regarding termination or cancellation of the Services may apply based on the specific ordering terms for the Services provided to you. Sections 1.2, 5, 8 through 15 will survive and remain in effect even if the Agreement is terminated, cancelled or rescinded.

12. EXPORT RESTRICTIONS. You acknowledge that this website, the Services, and the underlying software may include U.S. technical data subject to restrictions under export control laws and regulations administered by the United States government. You agree that you will comply with these laws and regulations, and will not export or re-export the Services, or any part of the Services, in violation of these laws and regulations, directly or indirectly. You also agree not to provide access to any part of the Services to anyone who you have reason to know may use the Services in the development of nuclear, chemical, or biological weapons.

13. GOVERNING LAW AND JURISDICTION. California state law governs this Agreement without regard to its conflicts of laws provisions. To resolve any legal dispute arising from this Agreement, you and Intuit agree to the exclusive jurisdiction of state courts in Santa Clara County, California U.S.A. or federal court for the Northern District of California. Intuit does not represent that information on the website for the Services is appropriate or available for use in all countries. Intuit prohibits accessing materials from countries or states where contents are illegal. You are accessing this website on your own initiative and you are responsible for compliance with all applicable laws.

14. LANGUAGE. Any translation of this Agreement is done for local requirements and in the event of a dispute between the English and any non-English version, the English version of this Agreement shall govern. The parties hereby confirm that they have requested that this Agreement and all related documents be drafted in English.

15. GENERAL. This Agreement is the entire agreement between you and Intuit and replaces all prior understandings, communications and agreements, oral or written, regarding its subject matter. This Agreement may be modified only by a written amendment signed by the parties or as provided in this Agreement in Section 10 above. If any court of law, having the jurisdiction, rules that any part of this Agreement is invalid, that section will be removed without affecting the remainder of the Agreement. The remaining terms will be valid and enforceable. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. You cannot assign or transfer ownership of this Agreement to anyone without the prior written approval of Intuit. However, Intuit may assign or transfer it without your consent to (a) an Affiliate, (b) another company through a sale of assets by Intuit or (c) a successor by merger. Any assignment in violation of this Section shall be void. If you want to request a transfer of this Agreement or if your company is acquired by or merged into another company, contact Intuit via an email to: transfer_license@intuit.com.

October 2009
______________________

B.  ADDITIONAL TERMS AND CONDITIONS FOR THE SERVICES

Your use of the Services provided by Intuit are subject to the General Terms of Service above including these Additional Terms and Conditions which govern your use of the Services indicated below.  These Additional Terms and Conditions shall prevail over any conflict or inconsistency with the General Terms of Service above.

INTUIT QUICKBOOKS® DOCUMENT MANAGEMENT / INTUIT QUICKBOOKS ATTACHED DOCUMENTS ("QB Attached Services").

IMPORTANT NOTICE.  IF YOU ARE accessing, browsing, crawling, scraping or in any way USING THE QB ATTACHED SERVICES website and/or the Services offered on that website, THE FOLLOWING TERMS APPLY TO YOU IN ADDITION TO THE GENERAL TERMS OF SERVICE ABOVE.  Capitalized terms not otherwise defined below have the meanings provided in the General Terms of Service above.

1.     USER ACCOUNTS. To use the QB Attached Services, you may be required to create an account and provide information about yourself to us. You are responsible for all activities that occur in connection with your account and for maintaining the confidentiality of your account password. You agree to notify us immediately of any unauthorized use of your account. Intuit reserves the right to suspend access to or close your account at any time for any or no reason. You may not impersonate someone else, provide an email address other than your own, or create multiple accounts for the same individual or business. You must provide complete and accurate information about yourself and, if applicable, the business you represent.

2.     use with quickbooks® software. If you are a licensed user of Intuit's QuickBooks® desktop software ('QB Desktop'), the QB Attached Services contains certain features and functionality that allow you to upload, access and manage your data and other Content from within QB Desktop. Any access or use of the QB Attached Services from or with QB Desktop may be limited to only certain versions of the QB Desktop and shall also be subject to and governed by the terms of the Software License Agreement for QuickBooks® Software applicable to your licensed version and posted at: http://smallbusiness.intuit.com/small-business/legal/index.jsp (the 'QB Desktop EULA'). Access or use of the QB Attached Services from or with QB Desktop is also subject to Intuit's service discontinuation policy as described in the QB Desktop EULA and at http://support.quickbooks.intuit.com/support/DiscontinuationPlan.aspx. For the purposes of this Agreement, if you are also a licensed user of QB Desktop, any reference to 'QB Attached Services' shall also include all access or use from or with QB Desktop.

3.     USE WITH A MOBILE DEVICE. Mobile access to the QB Attached Services may not be available for all mobile devices or telecommunication providers. You will need to check the QB Attached Services website to ensure your mobile device and telecommunications provider is compatible with the QB Attached Services. Intuit is not obligated to provide a compatible version of the QB Attached Services for all mobile devices or telecommunication providers, which are subject to change by Intuit at any time with reasonable notice to you. Your access to the QB Attached Services via a mobile device is also subject to the following: (i) telecommunications provider's rates and fees, which are your sole responsibility; and (ii) the terms of your agreement with your mobile device and your telecommunications provider.

 

IN ADDITION TO ALL DISCLAIMERS OF WARRANTIES SET FORTH IN THE AGREMENT, INTUIT MAKES NO WARRANTIES OR REPRESENTATIONS OF ANY KIND, EXPRESS, STATUTORY OR IMPLIED AS TO:

(i)             THE OPERATION, FUNCTIONALITY, OR AVAILABILITY OF TELECOMMUNICATION SERVICES FROM YOUR PROVIDER AND ACCESS TO THE QB ATTACHED SERVICES AT ANY PARTICULAR TIME OR FROM ANY PARTICULAR LOCATION;

(ii)            ANY LOSS, DESTRUCTION, DAMAGE, CORRUPTION, ATTACK, VIRUSES, INTERFERENCE, HACKING, OR OTHER SECURITY INTRUSION OF THE TELECOMMUNICATION SERVICES; AND

(iii)           (iii) ANY DISCLOSURE OF INFORMATION TO THIRD PARTIES, TIMELINESS, DELETION, MISDELIVERY OR FAILURE TO TRANSMIT ANY DATA, COMMUNICATIONS OR PERSONALIZATION SETTINGS IN CONNECTION WITH YOUR USE OF THE QB ATTACHED SERVICES.

 

4. UPLOADED DATA; CONTENT.

4.1           You agree and acknowledge that you are solely responsible for all data and other Content you upload to the QB Attached Services. Intuit does not control the data or other Content stored within users' accounts and does not have any obligation to monitor such data or Content for any purpose.

4.2           In addition to any use limitations or other restrictions stated in the General Terms of Service, you acknowledge and agree that your account may be subject to limitations on storage, and/or the quantity, size and format of the data or other Content permitted for upload to the QB Attached Services. Intuit reserves the right to change such limitations from time to time, and the changes will be effective when posted on the QB Attached Services website or when we notify you by other means.

4.3           When you upload data or other Content to the QB Attached Services, please be advised that the QB Attached Services does not perform any virus-checking or other scanning for harmful code and the original resolution of your Content may be affected. You are solely responsible for any data or Content that may be lost or unrecoverable through your use of the QB Attached Services.

4.4           You acknowledge that Intuit and its licensees may display advertisements and other information adjacent to or included with your data or Content on and through the QB Attached Services, and you are not entitled to any compensation for such advertisements. You further acknowledge and agree that Intuit reserves the right to change the manner, mode and extent of such advertising at any time, in its sole discretion, with or without notice.

4.5           You acknowledge that as an active subscriber to the QB Attached Service you may be offered additional discounts, products and services at Intuit's discretion, when and if they become available.

5. PAYMENT. You will be charged the applicable subscription fee on a recurring monthly basis for the QB Attached Services. Intuit reserves the right to immediately terminate access to QB Attached Services in the event your payment method is declined, or if there are any settlement failures or chargebacks in connection with the recurring billing for your account.


6. UPGRADES/ DOWNGRADES.  If you wish to upgrade to a higher tier QB Attached Services subscription, or downgrade to a lower tier QB Attached Services subscription, please contact customer service.

 

(a)   If you upgrade to a higher-priced tier, you will receive a pro-rated refund for the remainder of the lower-tier subscription amount. You will then be charged the entire higher-tier subscription amount to reflect the higher pricing of your new higher-tier subscription.  Your new subscription period will start on the day you pay for the new higher-tier subscription.

 

(b)   If you downgrade to a lower-priced tier, you will receive a pro-rated refund for the remainder of the higher-tier subscription amount. You will then be charged the entire lower-tier subscription amount to reflect the lower pricing of your new lower-tier subscription. Your new subscription period will start on the day you pay for the new lower-tier subscription.

 

(c)    If you wish to subscribe to the QB Attached Services as part of a support or bundle plan and were previously subscribed to the QB Attached Services standalone, you will not receive a refund for the remainder of the billing period for the standalone product. No discounts will be given on the bundled services for previous standalone subscribers.

 

(d)   If you wish to switch from using the QB Attached Services as part of a support or bundle plan to using the QB Attached Services standalone, you will not receive a refund for the remainder of the billing period for the support or bundle plan.  You will not have access to any data or Content you entered to the QB Attached Services as part of the support or bundle plan and you will need to re-enter data or Content into the standalone QB Attached Services.  No discounts will be given on the standalone services for previous support or bundle plan subscribers.

7. CANCELLATION.  Upon cancellation you will be able to access the QB Attached Services, data and other Content you uploaded to the QB Attached Services only through the end of the subscription term, as specified in the product or product program pages on http://www.intuit.com.  After the subscription term ends, you will not have any access to the QB Attached Services, data and other Content you uploaded. There are no refunds upon cancellation.  Please follow product instructions to cancel your account.

 

 

10 September 2010

Intuit Data Protect Terms of Service

INTUIT TERMS OF SERVICE

A. INTUIT GENERAL TERMS OF SERVICE.  Thank you for selecting the Services offered by Intuit Inc. or its Affiliates (referred to as "Intuit", "we", "our", or "us") on this website. Please review these Terms of Service ("Agreement") thoroughly. This Agreement is a legal agreement between you and Intuit. By clicking "I AGREE," indicating acceptance electronically, accessing or using the Services, you agree to these terms. If you do not agree to this Agreement, then do not indicate acceptance of the Agreement, and do not use the Services.

1. AGREEMENT

1.1 This Agreement describes the terms governing your use of the Intuit online services provided to you on this website, including content, updates and new releases, (collectively, the "Services"). It includes by reference:

  • Intuit's Privacy Statement available on this website or provided to you in writing for the Services you selected.

  • Additional Terms and Conditions for the Services that you have selected, including from third parties.

  • Any terms provided separately to you for the Services, including for example, web or email product or program terms, ordering, activation, pricing and payment terms, if applicable, for the Services.

1.2 An "Affiliate" means all Intuit companies and subsidiaries that directly or indirectly, control or are controlled by Intuit, or are under the common control with Intuit. As used in this Agreement, control means equity ownership of fifty percent (50%) or greater interest in the voting shares held by an entity.

2. YOUR RIGHTS TO USE THE SERVICES AND RESTRICTIONS

2.1 The Services are protected by copyright, trade secret, and other intellectual property laws. You are only granted the right to use the Services, and Intuit reserves all rights of ownership in the Services not granted to you in writing here. As long as you meet any applicable payment obligations and comply with this Agreement, Intuit grants to you a personal, limited, nonexclusive, nontransferable right to use the Services that is valid only for the period of use provided in the ordering and activation terms, and only for the purposes described by Intuit on the website for the Services.

2.2 You agree not to use the Services or content on this website in a manner that violates any applicable law, regulation or this Agreement. For example, unless authorized by Intuit in writing, you agree you will not:

  • Provide access to or give any part of the Services to any third party.

  • Reproduce, duplicate, copy, deconstruct, sell, trade or resell the Services.

  • Attempt to access any other Intuit systems that are not part of these Services.

  • Excessively overload the Intuit systems used to provide the Services.

If you violate any of these terms, this Agreement and your right to use the Services may be terminated by Intuit in its sole discretion.

3. PAYMENT. For Services offered on a payment or subscription basis, the following terms apply, unless Intuit notifies you otherwise in writing. This Agreement also incorporates by reference and includes program ordering and payment terms provided to you on the website for the Services:

a.  Payments will be billed to you in U.S. dollars, and your account will be debited when you subscribe and provide your payment information, unless stated otherwise in the program ordering or payment terms on the website for the Services.

b. You must pay with one of the following:

1. A valid credit card acceptable to Intuit;

2. A valid debit card acceptable to Intuit;

3.  Sufficient funds in a checking or savings account to cover an electronic debit of the payment due;
or

4. By another payment option Intuit provides to you in writing.

c. If your payment and registration information is not accurate, current, and complete and you do not notify us promptly when such information changes, we may suspend or terminate your account and refuse any use of the Services.

d. Intuit will automatically renew your monthly or annual Services at the current rates, unless the Services are cancelled or terminated under this Agreement.

e. Additional cancellation or renewal terms may be provided to you on the website for the Services.


4. TRIAL PERIOD. If you registered for a trial use of the Services ("Trial Period"), you must decide to purchase the Services within the Trial Period in order to retain any Content (defined in Section 6) that you have posted or uploaded during the Trial Period. If you do not purchase the Services by the end of the Trial Period, your Content will no longer be available to you, and Intuit will not be responsible for any of it. To be very clear, after using the Services during the trial period, if you decide not to purchase the full version of the Services, you will not be able to access or retrieve any of the data you added/created during the trial.

5. YOUR PRIVACY AND PERSONAL INFORMATION. You can view Intuit's Privacy Statement on the website, or via a link on the website for the Services you have selected. You agree to be bound by the applicable Intuit Privacy Statement, subject to change in accordance with its terms. Most importantly, you agree:

  • To Intuit maintaining your data according to the Intuit Privacy Statement, as part of the Services.

  • To give Intuit permission to aggregate your uploaded, non-personally identifiable account data with that of other users of the Service. By way of example, this means that Intuit may use that aggregated data to improve services, design promotions, or provide ways for you to compare business practices with other users.

  • Intuit is a global company and may access or store personal information in multiple countries, including countries outside of the European Union that may be deemed to have inadequate protections. When you agree to these Terms of Service, you agree to this practice.


6. CONTENT

6.1 You are responsible for your content. You are legally responsible for all information, data, text, software, music, sound, photographs, graphics, video, messages or other materials ("Content") uploaded, posted or stored through your use of the Services. You grant Intuit a worldwide, royalty-free, non-exclusive license to host and use the Content in order to provide you with the Services. You agree not use the Services for any illegal purpose or in violation of any applicable local, state, federal or international law. You are encouraged to archive your Content regularly and frequently. You are responsible for any Content that may be lost or unrecoverable through your use of the Services. You must provide all required and appropriate warnings, information and disclosure. You agree that you will not use the Services to share, store, or in any way distribute financial data that is not in accordance with the law. Any users suspected of having information which involves fraud, embezzlement, money laundering, insider trading, support for terrorism, or any other activity proscribed by law may have their accounts terminated, their financial data erased, and they also may be reported to law enforcement officials in the appropriate jurisdictions. Intuit is not responsible for the Content or data you submit on the website.
You agree not to use the Services to upload, post, distribute, link to, publish, reproduce, engage in or transmit any of the following, including but not limited to:

a. Illegal, fraudulent, libelous, defamatory, obscene, pornographic, profane, threatening, abusive, hateful, harassing , offensive, inappropriate or objectionable information or communications of any kind, including without limitation conduct that would encourage or constitute an attack or "flaming" others, or criminal or civil liability under any local, state, federal or foreign law;

b. Content or data that would impersonate someone else or falsely represent your identity or qualifications, or that constitutes a breach of any individual's privacy, including posting images about children or any third party without their consent (or a parent's consent in the case of a minor);

c. Except as otherwise permitted by Intuit in writing, advertisements, solicitations, investment opportunities, chain letters, pyramid schemes, other unsolicited commercial communication or engage in spamming or flooding;

d. Virus, trojan horse, worm or other disruptive or harmful software or data; and

e. Any information, software or Content which is not legally yours and may be protected by copyright or other proprietary right, or derivative works, without permission from the copyright owner or intellectual property rights owner.


6.2 Community forums. The Services may include a community forum to exchange information with other users of the Services and the public. Please use respect when you interact with other users. Intuit does not support and is not responsible for the accuracy of others' content in these community forums. Do not reveal information in the community forum that you do not want to make public. Users may post hypertext links to content hosted and maintained by third parties for which Intuit is not responsible.

6.3 Intuit may freely use feedback you provide. You agree that Intuit may use your feedback, suggestions, or ideas in any way, including in future modifications of the Services, other products or services, advertising or marketing materials. You grant Intuit a perpetual, worldwide, fully transferable, sublicensable, non-revocable, fully paid-up, royalty free license to use the feedback you provide to Intuit in any way.

6.4 Intuit may monitor your content from time to time. Intuit may, but has no obligation to, monitor content on the Services. We may disclose any information necessary or appropriate to satisfy our legal obligations, protect Intuit or its customers, or operate the Services properly. Intuit, in its sole discretion, may refuse to post, remove, or refuse to remove, any Content, in whole or in part, alleged to be unacceptable, undesirable, inappropriate, or in violation of this Agreement.

7. ADDITIONAL TERMS YOU AGREE TO

7.1 Intuit does not give professional advice. Intuit is not in the business of providing legal, financial, accounting, health care, real estate or other professional services or advice. Consult the services of a competent professional when you need this type of assistance.

7.2 We may tell you about other Intuit services. You may be offered other services, features, products, applications, online communities, or promotions provided by Intuit ("Intuit Services"). If you decide to use any of these Intuit Services, additional terms and conditions and separate fees may apply. You acknowledge that in accessing some Intuit Services you may upload or enter data from your account(s) such as names, addresses and phone numbers, purchases, and sales among others, to the Internet. You grant Intuit permission to use information about your business and experience to help us to provide the Intuit Services to you, including updating and maintaining your data, addressing errors or service interruptions, and enhancing the types of data and services Intuit may provide to you in the future. You grant Intuit permission to combine your business data, if any, with that of others in a way that does not identify you or any individual personally. We may use this data to improve services and to compare business practices with other company standards. We may use your data to create, market or promote new Intuit offerings to you and others. You also grant Intuit permission to share or publish summary results relating to research data and to distribute or license such data to third parties.

7.3 We may tell you about third party products or services. Subject to the Intuit Privacy Statement, you may be offered products or services by third parties who are not affiliated with Intuit ("Third Party Products") or the Services may contain links to third party websites ("Third Party Sites") and you agree that Intuit can use your contact information, including name and address, for the purpose of offering these products to you. If you decide to use any Third Party Products or access any Third Party Sites, you are responsible for reviewing the third party's separate product terms, website terms and privacy policies. You agree that the third parties, and not Intuit, are responsible for their product's performance and the content on their websites. Intuit is not affiliated with these Third Party Products or Third Party Sites and has no liability for them.

7.4 Communications choices. Intuit may be required by law to send you communications about the Services or Third Party Products. You agree that Intuit may send these communications to you via email or by posting them on one of our sponsored websites, such as smallbusiness.intuit.com. If you later decide that you do not want to receive future Communications electronically, please review the Privacy statement provided on the on the Services website to review your communications choices.

7.5 You will track your passwords and accept updates. You are responsible for securely managing your password(s) for access to the Services. If you become aware of any unauthorized access to your Services account, theft or loss of your password, you agree to contact Intuit as soon as possible. The Services may periodically be updated with tools, utilities, improvements, third party applications, or general updates to improve and enhance the features and performance of the Services. You agree to receive these updates automatically as part of the Services.

8. DISCLAIMER OF WARRANTIES

8.1 YOUR USE OF THE SERVICES, SOFTWARE, AND CONTENT IS ENTIRELY AT YOUR OWN RISK. EXCEPT AS DESCRIBED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED "AS IS." TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, INTUIT, ITS AFFILIATES, AND ITS THIRD PARTY SERVICE OR DATA PROVIDERS, LICENSORS, DISTRIBUTORS OR SUPPLIERS (COLLECTIVELY REFERRED TO AS, "SUPPLIERS") DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY THAT THE SERVICES ARE FIT FOR A PARTICULAR PURPOSE, TITLE, MERCHANTABILITY, DATA LOSS, NON-INTERFERENCE WITH OR NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS, OR THE ACCURACY, RELIABILITY, QUALITY OR CONTENT IN OR LINKED TO THE SERVICES. INTUIT AND ITS AFFILIATES AND SUPPLIERS DO NOT WARRANT THAT THE SERVICES ARE SECURE, FREE FROM BUGS, VIRUSES, INTERRUPTION, ERRORS, THEFT OR DESTRUCTION. IF THE EXCLUSIONS FOR IMPLIED WARRANTIES DO NOT APPLY TO YOU, ANY IMPLIED WARRANTIES ARE LIMITED TO 60 DAYS FROM THE DATE OF PURCHASE OR DELIVERY OF THE SERVICES, WHICHEVER IS SOONER.

8.2 INTUIT AND ITS AFFILIATES AND SUPPLIERS DISCLAIM ANY REPRESENTATIONS OR WARRANTIES THAT YOUR USE OF THE SERVICES WILL SATISFY OR ENSURE COMPLIANCE WITH ANY LEGAL OBLIGATIONS OR LAWS OR REGULATIONS. THIS DISCLAIMER APPLIES TO BUT IS NOT LIMITED TO THE HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT OF 1996 ("HIPAA"), THE GRAMM-LEACH-BLILEY ACT OF 1999, THE SARBANES-OXLEY ACT OF 2002, OR OTHER FEDERAL OR STATE STATUTES OR REGULATIONS. YOU ARE SOLELY RESPONSIBLE FOR ENSURING THAT YOUR USE OF THE SERVICES IS IN ACCORDANCE WITH APPLICABLE LAW.

9. LIMITATION OF LIABILITY AND INDEMNITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE ENTIRE LIABILITY OF INTUIT, AND ITS AFFILIATES AND SUPPLIERS FOR ALL MATTERS OR CLAIMS RELATING TO THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT YOU PAID FOR THE SERVICES DURING THE TWELVE (12) MONTHS PRIOR TO SUCH CLAIM. SUBJECT TO APPLICABLE LAW, INTUIT AND ITS AFFILIATES AND 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, SPYWARE, LOSS OF BUSINESS, REVENUE, PROFITS OR INVESTMENT, OR USE OF SOFTWARE OR HARDWARE THAT DOES NOT MEET INTUIT SYSTEMS REQUIREMENTS. THE ABOVE LIMITATIONS APPLY EVEN IF INTUIT AND ITS AFFILIATES AND SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS AGREEMENT SETS FORTH THE ENTIRE LIABILITY OF INTUIT, ITS AFFILIATES AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO THE SERVICES AND ITS USE.

You agree to indemnify and hold Intuit and its Affiliates and Suppliers harmless from any and all claims, liability and expenses, including reasonable attorneys' fees and costs, arising out of your use of the Services or breach of this Agreement (collectively referred to as "Claims"). Intuit reserves the right, in its sole discretion and at its own expense, to assume the exclusive defense and control of any Claims. You agree to reasonably cooperate as requested by Intuit in the defense of any Claims.

10. CHANGES TO THIS AGREEMENT OR THE SERVICES. We may change this Agreement from time to time, and the changes will be effective when posted on our website for the Services or when we notify you by other means. Please review the Agreement periodically on this website for changes. We have the right to change any of the terms of this Agreement upon reasonable notice to you. We may also change or discontinue the Services, in whole or in part, including but not limited to, the Internet based services, pricing, technical support options, and other product-related policies. Your continued use of the Services after Intuit posts or otherwise notifies you of any changes, indicates your agreement to the changes.

11. TERMINATION. Intuit may immediately and without notice terminate this Agreement or suspend the Services provided to you, if you fail to comply with these terms or if you no longer agree to receive electronic communications (see Section 7.4). Upon termination you must immediately stop using the Services and any outstanding payments will become due. Any termination of this Agreement shall not affect Intuit's rights to any payments due to it. Intuit may terminate a free account at any time. Other requirements regarding termination or cancellation of the Services may apply based on the specific ordering terms for the Services provided to you. Sections 1.2, 5, 8 through 15 will survive and remain in effect even if the Agreement is terminated, cancelled or rescinded.

12. EXPORT RESTRICTIONS. You acknowledge that this website, the Services, and the underlying software may include U.S. technical data subject to restrictions under export control laws and regulations administered by the United States government. You agree that you will comply with these laws and regulations, and will not export or re-export the Services, or any part of the Services, in violation of these laws and regulations, directly or indirectly. You also agree not to provide access to any part of the Services to anyone who you have reason to know may use the Services in the development of nuclear, chemical, or biological weapons.

13.GOVERNING LAW AND JURISDICTION. California state law governs this Agreement without regard to its conflicts of laws provisions. To resolve any legal dispute arising from this Agreement, you and Intuit agree to the exclusive jurisdiction of state courts in Santa Clara County, California U.S.A. or federal court for the Northern District of California. Intuit does not represent that information on the website for the Services is appropriate or available for use in all countries. Intuit prohibits accessing materials from countries or states where contents are illegal. You are accessing this website on your own initiative and you are responsible for compliance with all applicable laws.

14. LANGUAGE. Any translation of this Agreement is done for local requirements and in the event of a dispute between the English and any non-English version, the English version of this Agreement shall govern. 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.

15. GENERAL. This Agreement is the entire agreement between you and Intuit and replaces all prior understandings, communications and agreements, oral or written, regarding its subject matter. This Agreement may be modified only by a written amendment signed by the parties or as provided in this Agreement in Section 10 above. If any court of law, having the jurisdiction, rules that any part of this Agreement is invalid, that section will be removed without affecting the remainder of the Agreement. The remaining terms will be valid and enforceable. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. You cannot assign or transfer ownership of this Agreement to anyone without the prior written approval of Intuit. However, Intuit may assign or transfer it without your consent to (a) an Affiliate, (b) another company through a sale of assets by Intuit or (c) a successor by merger. Any assignment in violation of this Section shall be void. If you want to request a transfer of this Agreement or if your company is acquired by or merged into another company, contact Intuit via an email to: transfer_license@intuit.com.

October 2009
______________________

 

B.  ADDITIONAL TERMS AND CONDITIONS FOR THE SERVICES

 

Your use of the Services provided by Intuit are subject to the General Terms of Service above including these Additional Terms and Conditions which govern your use of the Services indicated below.  These Additional Terms and Conditions shall prevail over any conflict or inconsistency with the General Terms of Service above.

 

INTUIT DATA PROTECT SERVICES ("Intuit Data Protect Services").

 

IMPORTANT NOTICE.  IF YOU ARE accessing, browsing, crawling, scraping or in any way USING THE QB DATA PROTECT SERVICES website and/or THE SERVIces offered on that website, THE FOLLOWING TERMS APPLY TO YOU IN ADDITION TO THE GENERAL TERMS OF SERVICE ABOVE.  Capitalized terms not otherwise defined below have the meanings provided in the General Terms of Service above.

 

1.  INTUIT DATA PROTECT SERVICES USER ACCOUNTS. To use the Intuit Data Protect Services, you may be required to create an account and provide information about yourself to us. You are responsible for all activities that occur in connection with your account and for maintaining the confidentiality of your account password. You agree to notify us immediately of any unauthorized use of your account. Intuit reserves the right to suspend access to or close your account at any time for any or no reason. You may not impersonate someone else, provide an email address other than your own, or create multiple accounts for the same individual or business. You must provide complete and accurate information about yourself and, if applicable, the business you represent.

 

2.  use with quickbooks® software. If you are a licensed user of Intuit's QuickBooks® desktop software ('QB Desktop'), the Intuit Data Protect Services contains certain features and functionality that allow you to upload, access and manage your data and other Content from within QB Desktop. Any access or use of the Intuit Data Protect Services from or with QB Desktop may be limited to only certain versions of the QB Desktop and shall also be subject to and governed by the terms of the Software License Agreement for QuickBooks® Software applicable to your licensed version and posted at: http://smallbusiness.intuit.com/small- business/legal/index.jsp (the 'QB Desktop EULA'). Access or use of the Intuit Data Protect Services from or with QB Desktop is also subject to Intuit's service discontinuation policy as described in the QB Desktop EULA and at http://support.quickbooks.intuit.co m/support/DiscontinuationPlan.aspx. For the purposes of this Agreement, if you are also a licensed user of QB Desktop, any reference to 'Intuit Data Protect Services' shall also include all access or use from or with QB Desktop.

 

3.  UPLOADED DATA; CONTENT.

 

3.1  You agree and acknowledge that you are solely responsible for all data and other Content you upload to the Intuit Data Protect Services. Intuit does not control the data or other Content stored within users' accounts and does not have any obligation to monitor such data or Content for any purpose.

 

3.2  In addition to any use limitations or other restrictions stated in the General Terms of Service, you acknowledge and agree that your account may be subject to limitations on storage, and/or the quantity, size and format of the data or other Content permitted for upload to the Intuit Data Protect Services. Intuit reserves the right to change such limitations from time to time, and the changes will be effective when posted on the Intuit Data Protect Services website or when we notify you by other means.

 

3.3  When you upload data or other Content to the Intuit Data Protect Services, please be advised that the Intuit Data Protect Services does not perform any virus-checking or other scanning for harmful code and the original resolution of your Content may be affected. You are solely responsible for any data or Content that may be lost or unrecoverable through your use of the Intuit Data Protect Services.

 

3.4  You acknowledge that Intuit and its licensees may display advertisements and other information adjacent to or included with your data or Content on and through the Intuit Data Protect Services, and you are not entitled to any compensation for such advertisements. You further acknowledge and agree that Intuit reserves the right to change the manner, mode and extent of such advertising at any time, in its sole discretion, with or without notice.

 

3.5  You acknowledge that as an active subscriber to the Intuit Data Protect Services you may be offered additional discounts, products and services at Intuit's discretion, when and if they become available.

 

4.  PAYMENT. You will be charged the applicable subscription fee on a recurring monthly basis for the Intuit Data Protect Services. Intuit reserves the right to immediately terminate access to Intuit Data Protect Services in the event your payment method is declined, or if there are any settlement failures or chargebacks in connection with the recurring billing for your account.

 

5.  UPGRADES/DOWNGRADES. If you wish to upgrade to a higher tier Intuit Data Protect Services subscription, or downgrade to a lower tier Services subscription, please contact customer service.

 

(a)  If you upgrade to a higher-priced tier, you will receive a pro-rated refund for the remainder of the lower-tier subscription amount. You will then be charged the entire higher-tier subscription amount to reflect the higher pricing of your new higher-tier subscription.  Your new subscription period will start on the day you pay for the new higher-tier subscription.

 

(b)  If you downgrade to a lower-priced tier, you will receive a pro-rated refund for the remainder of the higher-tier subscription amount. You will then be charged the entire lower-tier subscription amount to reflect the lower pricing of your new lower-tier subscription. Your new subscription period will start on the day you pay for the new lower-tier subscription.

 

(c)  If you wish to subscribe to the Intuit Data Protect Services as part of a support or bundle plan and were previously subscribed to the Intuit Data Protect Services standalone, you will not receive a refund for the remainder of the billing period for the standalone product. No discounts will be given on the bundled services for previous standalone subscribers.

 

(d)   If you wish to switch from using the Intuit Data Protect Services as part of a support or bundle plan to using the Intuit Data Protect Services standalone, you will not receive a refund for the remainder of the billing period for the support or bundle plan.  You will not have access to any data or Content you entered to the Intuit Data Protect Services as part of the support or bundle plan and you will need to re-enter data or Content into the standalone Intuit Data Protect Service. No discounts will be given on the standalone services for previous support or bundle plan subscribers.

6.  CANCELLATION.  Upon cancellation you will be able to access the Intuit Data Protect Services, data and other Content you uploaded to the Intuit Data Protect Services only through the end of the subscription term, as specified in the product or product program pages on http://www.intuit.com.  After the subscription term ends, you will not have any access to the Intuit Data Protect Services, data and other Content you uploaded. There are no refunds upon cancellation.  Please follow product instructions to cancel your account.

 

September 9, 2010

Intuit Commissions Manager Terms of Service

INTUIT TERMS OF SERVICE

A. INTUIT GENERAL TERMS OF SERVICE.  Thank you for selecting the Services offered by Intuit Inc. or its Affiliates (referred to as "Intuit", "we", "our", or "us") on this website. Please review these Terms of Service ("Agreement") thoroughly. This Agreement is a legal agreement between you and Intuit. By clicking "I AGREE," indicating acceptance electronically, accessing or using the Services, you agree to these terms. If you do not agree to this Agreement, then do not indicate acceptance of the Agreement, and do not use the Services.

1. AGREEMENT

1.1 This Agreement describes the terms governing your use of the Intuit online services provided to you on this website, including content, updates and new releases, (collectively, the "Services"). It includes by reference:

  • Intuit's Privacy Statement available on this website or provided to you in writing for the Services you selected.

  • Additional Terms and Conditions for the Services that you have selected, including from third parties.

  • Any terms provided separately to you for the Services, including for example, web or email product or program terms, ordering, activation, pricing and payment terms, if applicable, for the Services.

1.2 An "Affiliate" means all Intuit companies and subsidiaries that directly or indirectly, control or are controlled by Intuit, or are under the common control with Intuit. As used in this Agreement, control means equity ownership of fifty percent (50%) or greater interest in the voting shares held by an entity.

2. YOUR RIGHTS TO USE THE SERVICES AND RESTRICTIONS

2.1 The Services are protected by copyright, trade secret, and other intellectual property laws. You are only granted the right to use the Services, and Intuit reserves all rights of ownership in the Services not granted to you in writing here. As long as you meet any applicable payment obligations and comply with this Agreement, Intuit grants to you a personal, limited, nonexclusive, nontransferable right to use the Services that is valid only for the period of use provided in the ordering and activation terms, and only for the purposes described by Intuit on the website for the Services.

2.2 You agree not to use the Services or content on this website in a manner that violates any applicable law, regulation or this Agreement. For example, unless authorized by Intuit in writing, you agree you will not:

  • Provide access to or give any part of the Services to any third party.

  • Reproduce, duplicate, copy, deconstruct, sell, trade or resell the Services.

  • Attempt to access any other Intuit systems that are not part of these Services.

  • Excessively overload the Intuit systems used to provide the Services.

If you violate any of these terms, this Agreement and your right to use the Services may be terminated by Intuit in its sole discretion.
3. PAYMENT. For Services offered on a payment or subscription basis, the following terms apply, unless Intuit notifies you otherwise in writing. This Agreement also incorporates by reference and includes program ordering and payment terms provided to you on the website for the Services:

a.  Payments will be billed to you in U.S. dollars, and your account will be debited when you subscribe and provide your payment information, unless stated otherwise in the program ordering or payment terms on the website for the Services.

b.  You must pay with one of the following:

1.  A valid credit card acceptable to Intuit;

2.  A valid debit card acceptable to Intuit;

3.  Sufficient funds in a checking or savings account to cover an electronic debit of the payment due;
or

4.  By another payment option Intuit provides to you in writing.

c.  If your payment and registration information is not accurate, current, and complete and you do not notify us promptly when such information changes, we may suspend or terminate your account and refuse any use of the Services.

d.  Intuit will automatically renew your monthly or annual Services at the current rates, unless the Services are cancelled or terminated under this Agreement.

e.  Additional cancellation or renewal terms may be provided to you on the website for the Services.


4. TRIAL PERIOD. If you registered for a trial use of the Services ("Trial Period"), you must decide to purchase the Services within the Trial Period in order to retain any Content (defined in Section 6) that you have posted or uploaded during the Trial Period. If you do not purchase the Services by the end of the Trial Period, your Content will no longer be available to you, and Intuit will not be responsible for any of it. To be very clear, after using the Services during the trial period, if you decide not to purchase the full version of the Services, you will not be able to access or retrieve any of the data you added/created during the trial.

5. YOUR PRIVACY AND PERSONAL INFORMATION. You can view Intuit's Privacy Statement on the website, or via a link on the website for the Services you have selected. You agree to be bound by the applicable Intuit Privacy Statement, subject to change in accordance with its terms. Most importantly, you agree:

  • To Intuit maintaining your data according to the Intuit Privacy Statement, as part of the Services.

  • To give Intuit permission to aggregate your uploaded, non-personally identifiable account data with that of other users of the Service. By way of example, this means that Intuit may use that aggregated data to improve services, design promotions, or provide ways for you to compare business practices with other users.

  • Intuit is a global company and may access or store personal information in multiple countries, including countries outside of the European Union that may be deemed to have inadequate protections. When you agree to these Terms of Service, you agree to this practice.


6. CONTENT

6.1 You are responsible for your content. You are legally responsible for all information, data, text, software, music, sound, photographs, graphics, video, messages or other materials ("Content") uploaded, posted or stored through your use of the Services. You grant Intuit a worldwide, royalty-free, non-exclusive license to host and use the Content in order to provide you with the Services. You agree not use the Services for any illegal purpose or in violation of any applicable local, state, federal or international law. You are encouraged to archive your Content regularly and frequently. You are responsible for any Content that may be lost or unrecoverable through your use of the Services. You must provide all required and appropriate warnings, information and disclosure. You agree that you will not use the Services to share, store, or in any way distribute financial data that is not in accordance with the law. Any users suspected of having information which involves fraud, embezzlement, money laundering, insider trading, support for terrorism, or any other activity proscribed by law may have their accounts terminated, their financial data erased, and they also may be reported to law enforcement officials in the appropriate jurisdictions. Intuit is not responsible for the Content or data you submit on the website.
You agree not to use the Services to upload, post, distribute, link to, publish, reproduce, engage in or transmit any of the following, including but not limited to:

a.  Illegal, fraudulent, libelous, defamatory, obscene, pornographic, profane, threatening, abusive, hateful, harassing , offensive, inappropriate or objectionable information or communications of any kind, including without limitation conduct that would encourage or constitute an attack or "flaming" others, or criminal or civil liability under any local, state, federal or foreign law;

b.  Content or data that would impersonate someone else or falsely represent your identity or qualifications, or that constitutes a breach of any individual's privacy, including posting images about children or any third party without their consent (or a parent's consent in the case of a minor);

c.  Except as otherwise permitted by Intuit in writing, advertisements, solicitations, investment opportunities, chain letters, pyramid schemes, other unsolicited commercial communication or engage in spamming or flooding;

d.  Virus, trojan horse, worm or other disruptive or harmful software or data; and

e.  Any information, software or Content which is not legally yours and may be protected by copyright or other proprietary right, or derivative works, without permission from the copyright owner or intellectual property rights owner.


6.2 Community forums. The Services may include a community forum to exchange information with other users of the Services and the public. Please use respect when you interact with other users. Intuit does not support and is not responsible for the accuracy of others' content in these community forums. Do not reveal information in the community forum that you do not want to make public. Users may post hypertext links to content hosted and maintained by third parties for which Intuit is not responsible.

6.3 Intuit may freely use feedback you provide. You agree that Intuit may use your feedback, suggestions, or ideas in any way, including in future modifications of the Services, other products or services, advertising or marketing materials. You grant Intuit a perpetual, worldwide, fully transferable, sublicensable, non-revocable, fully paid-up, royalty free license to use the feedback you provide to Intuit in any way.

6.4 Intuit may monitor your content from time to time. Intuit may, but has no obligation to, monitor content on the Services. We may disclose any information necessary or appropriate to satisfy our legal obligations, protect Intuit or its customers, or operate the Services properly. Intuit, in its sole discretion, may refuse to post, remove, or refuse to remove, any Content, in whole or in part, alleged to be unacceptable, undesirable, inappropriate, or in violation of this Agreement.

7. ADDITIONAL TERMS YOU AGREE TO

7.1 Intuit does not give professional advice. Intuit is not in the business of providing legal, financial, accounting, health care, real estate or other professional services or advice. Consult the services of a competent professional when you need this type of assistance.

7.2 We may tell you about other Intuit services. You may be offered other services, features, products, applications, online communities, or promotions provided by Intuit ("Intuit Services"). If you decide to use any of these Intuit Services, additional terms and conditions and separate fees may apply. You acknowledge that in accessing some Intuit Services you may upload or enter data from your account(s) such as names, addresses and phone numbers, purchases, and sales among others, to the Internet. You grant Intuit permission to use information about your business and experience to help us to provide the Intuit Services to you, including updating and maintaining your data, addressing errors or service interruptions, and enhancing the types of data and services Intuit may provide to you in the future. You grant Intuit permission to combine your business data, if any, with that of others in a way that does not identify you or any individual personally. We may use this data to improve services and to compare business practices with other company standards. We may use your data to create, market or promote new Intuit offerings to you and others. You also grant Intuit permission to share or publish summary results relating to research data and to distribute or license such data to third parties.

7.3 We may tell you about third party products or services. Subject to the Intuit Privacy Statement, you may be offered products or services by third parties who are not affiliated with Intuit ("Third Party Products") or the Services may contain links to third party websites ("Third Party Sites") and you agree that Intuit can use your contact information, including name and address, for the purpose of offering these products to you. If you decide to use any Third Party Products or access any Third Party Sites, you are responsible for reviewing the third party's separate product terms, website terms and privacy policies. You agree that the third parties, and not Intuit, are responsible for their product's performance and the content on their websites. Intuit is not affiliated with these Third Party Products or Third Party Sites and has no liability for them.

7.4 Communications choices. Intuit may be required by law to send you communications about the Services or Third Party Products. You agree that Intuit may send these communications to you via email or by posting them on one of our sponsored websites, such as smallbusiness.intuit.com. If you later decide that you do not want to receive future Communications electronically, please review the Privacy statement provided on the on the Services website to review your communications choices.

7.5 You will track your passwords and accept updates. You are responsible for securely managing your password(s) for access to the Services. If you become aware of any unauthorized access to your Services account, theft or loss of your password, you agree to contact Intuit as soon as possible. The Services may periodically be updated with tools, utilities, improvements, third party applications, or general updates to improve and enhance the features and performance of the Services. You agree to receive these updates automatically as part of the Services.

8. DISCLAIMER OF WARRANTIES

8.1 YOUR USE OF THE SERVICES, SOFTWARE, AND CONTENT IS ENTIRELY AT YOUR OWN RISK. EXCEPT AS DESCRIBED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED "AS IS." TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, INTUIT, ITS AFFILIATES, AND ITS THIRD PARTY SERVICE OR DATA PROVIDERS, LICENSORS, DISTRIBUTORS OR SUPPLIERS (COLLECTIVELY REFERRED TO AS, "SUPPLIERS") DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY THAT THE SERVICES ARE FIT FOR A PARTICULAR PURPOSE, TITLE, MERCHANTABILITY, DATA LOSS, NON-INTERFERENCE WITH OR NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS, OR THE ACCURACY, RELIABILITY, QUALITY OR CONTENT IN OR LINKED TO THE SERVICES. INTUIT AND ITS AFFILIATES AND SUPPLIERS DO NOT WARRANT THAT THE SERVICES ARE SECURE, FREE FROM BUGS, VIRUSES, INTERRUPTION, ERRORS, THEFT OR DESTRUCTION. IF THE EXCLUSIONS FOR IMPLIED WARRANTIES DO NOT APPLY TO YOU, ANY IMPLIED WARRANTIES ARE LIMITED TO 60 DAYS FROM THE DATE OF PURCHASE OR DELIVERY OF THE SERVICES, WHICHEVER IS SOONER.

8.2 INTUIT AND ITS AFFILIATES AND SUPPLIERS DISCLAIM ANY REPRESENTATIONS OR WARRANTIES THAT YOUR USE OF THE SERVICES WILL SATISFY OR ENSURE COMPLIANCE WITH ANY LEGAL OBLIGATIONS OR LAWS OR REGULATIONS. THIS DISCLAIMER APPLIES TO BUT IS NOT LIMITED TO THE HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT OF 1996 ("HIPAA"), THE GRAMM-LEACH-BLILEY ACT OF 1999, THE SARBANES-OXLEY ACT OF 2002, OR OTHER FEDERAL OR STATE STATUTES OR REGULATIONS. YOU ARE SOLELY RESPONSIBLE FOR ENSURING THAT YOUR USE OF THE SERVICES IS IN ACCORDANCE WITH APPLICABLE LAW.

9. LIMITATION OF LIABILITY AND INDEMNITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE ENTIRE LIABILITY OF INTUIT, AND ITS AFFILIATES AND SUPPLIERS FOR ALL MATTERS OR CLAIMS RELATING TO THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT YOU PAID FOR THE SERVICES DURING THE TWELVE (12) MONTHS PRIOR TO SUCH CLAIM. SUBJECT TO APPLICABLE LAW, INTUIT AND ITS AFFILIATES AND 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, SPYWARE, LOSS OF BUSINESS, REVENUE, PROFITS OR INVESTMENT, OR USE OF SOFTWARE OR HARDWARE THAT DOES NOT MEET INTUIT SYSTEMS REQUIREMENTS. THE ABOVE LIMITATIONS APPLY EVEN IF INTUIT AND ITS AFFILIATES AND SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS AGREEMENT SETS FORTH THE ENTIRE LIABILITY OF INTUIT, ITS AFFILIATES AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO THE SERVICES AND ITS USE.

You agree to indemnify and hold Intuit and its Affiliates and Suppliers harmless from any and all claims, liability and expenses, including reasonable attorneys' fees and costs, arising out of your use of the Services or breach of this Agreement (collectively referred to as "Claims"). Intuit reserves the right, in its sole discretion and at its own expense, to assume the exclusive defense and control of any Claims. You agree to reasonably cooperate as requested by Intuit in the defense of any Claims.

10. CHANGES TO THIS AGREEMENT OR THE SERVICES. We may change this Agreement from time to time, and the changes will be effective when posted on our website for the Services or when we notify you by other means. Please review the Agreement periodically on this website for changes. We have the right to change any of the terms of this Agreement upon reasonable notice to you. We may also change or discontinue the Services, in whole or in part, including but not limited to, the Internet based services, pricing, technical support options, and other product-related policies. Your continued use of the Services after Intuit posts or otherwise notifies you of any changes, indicates your agreement to the changes.

11. TERMINATION. Intuit may immediately and without notice terminate this Agreement or suspend the Services provided to you, if you fail to comply with these terms or if you no longer agree to receive electronic communications (see Section 7.4). Upon termination you must immediately stop using the Services and any outstanding payments will become due. Any termination of this Agreement shall not affect Intuit's rights to any payments due to it. Intuit may terminate a free account at any time. Other requirements regarding termination or cancellation of the Services may apply based on the specific ordering terms for the Services provided to you. Sections 1.2, 5, 8 through 15 will survive and remain in effect even if the Agreement is terminated, cancelled or rescinded.

12. EXPORT RESTRICTIONS. You acknowledge that this website, the Services, and the underlying software may include U.S. technical data subject to restrictions under export control laws and regulations administered by the United States government. You agree that you will comply with these laws and regulations, and will not export or re-export the Services, or any part of the Services, in violation of these laws and regulations, directly or indirectly. You also agree not to provide access to any part of the Services to anyone who you have reason to know may use the Services in the development of nuclear, chemical, or biological weapons.

13. GOVERNING LAW AND JURISDICTION. California state law governs this Agreement without regard to its conflicts of laws provisions. To resolve any legal dispute arising from this Agreement, you and Intuit agree to the exclusive jurisdiction of state courts in Santa Clara County, California U.S.A. or federal court for the Northern District of California. Intuit does not represent that information on the website for the Services is appropriate or available for use in all countries. Intuit prohibits accessing materials from countries or states where contents are illegal. You are accessing this website on your own initiative and you are responsible for compliance with all applicable laws.

14. LANGUAGE. Any translation of this Agreement is done for local requirements and in the event of a dispute between the English and any non-English version, the English version of this Agreement shall govern. The parties hereby confirm that they have requested that this Agreement and all related documents be drafted in English.

15. GENERAL. This Agreement is the entire agreement between you and Intuit and replaces all prior understandings, communications and agreements, oral or written, regarding its subject matter. This Agreement may be modified only by a written amendment signed by the parties or as provided in this Agreement in Section 10 above. If any court of law, having the jurisdiction, rules that any part of this Agreement is invalid, that section will be removed without affecting the remainder of the Agreement. The remaining terms will be valid and enforceable. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. You cannot assign or transfer ownership of this Agreement to anyone without the prior written approval of Intuit. However, Intuit may assign or transfer it without your consent to (a) an Affiliate, (b) another company through a sale of assets by Intuit or (c) a successor by merger. Any assignment in violation of this Section shall be void. If you want to request a transfer of this Agreement or if your company is acquired by or merged into another company, contact Intuit via an email to: transfer_license@intuit.com.

October 2009
______________________

B.  ADDITIONAL TERMS AND CONDITIONS FOR THE SERVICES

Your use of the Services provided by Intuit are subject to the General Terms of Service above including these Additional Terms and Conditions which govern your use of the Services indicated below.  These Additional Terms and Conditions shall prevail over any conflict or inconsistency with the General Terms of Service above.

INTUIT COMMISSIONS MANAGER ("Services").

IMPORTANT NOTICE.  IF YOU ARE accessing, browsing, crawling, scraping or in any way USING THE  INTUIT COMMISSIONS MANAGER website and/or the  Services offered on that website, THE FOLLOWING TERMS APPLY TO YOU IN ADDITION TO THE GENERAL TERMS OF SERVICE ABOVE.  Capitalized terms not otherwise defined below have the meanings provided in the General Terms of Service above.

1.  USER ACCOUNTS.  To use the Services, you may be required to create an account and provide information about yourself to us. You are responsible for all activities that occur in connection with your account and for maintaining the confidentiality of your account password. You agree to notify us immediately of any unauthorized use of your account. Intuit reserves the right to suspend access to or close your account at any time for any or no reason. You may not impersonate someone else, provide an email address other than your own, or create multiple accounts for the same individual or business.  You must provide complete and accurate information about yourself and, if applicable, the business you represent. 

2.  use with quickbooks® software. If you are a licensed user of Intuit's QuickBooks® desktop software ('QB Desktop'), the Services contains certain features and functionality that allow you to upload, access and manage your data and other Content from within QB Desktop.  Any access or use of the Services from or with QB Desktop may be limited to only certain versions of the QB Desktop and shall also be subject to and governed by the terms of the Software License Agreement for QuickBooks® Software applicable to your licensed version and posted at: http://smallbusiness.intuit.com/small-business/legal/index.jsp (the 'QB Desktop EULA').  Access or use of the Services from or with QB Desktop is also subject to Intuit's service discontinuation policy as described in the QB Desktop EULA and at http://support.quickbooks.intuit.com/support/DiscontinuationPlan.aspx.  For the purposes of this Agreement, if you are also a licensed user of QB Desktop, any reference to 'Services' shall also include all access or use from or with QB Desktop.

3.  USE WITH A MOBILE DEVICE. Mobile access to the Services may not be available for all mobile devices or telecommunication providers.  You will need to check the Services website to ensure your mobile device and telecommunications provider is compatible with the Services.  Intuit is not obligated to provide a compatible version of the Service for all mobile devices or telecommunication providers, which are subject to change by Intuit at any time with reasonable notice to you.  Your access to the Services via a mobile device is also subject to the following: (i) telecommunications provider's rates and fees, which are your sole responsibility; and (ii) the terms of your agreement with your mobile device and your telecommunications provider.  

 

IN ADDITION TO ALL DISCLAIMERS OF WARRANTIES SET FORTH IN THE AGREMENT, INTUIT MAKES NO WARRANTIES OR REPRESENTATIONS OF ANY KIND, EXPRESS, STATUTORY OR IMPLIED AS TO: 

(i)    THE OPERATION, FUNCTIONALITY, OR AVAILABILITY OF TELECOMMUNICATION SERVICES FROM YOUR PROVIDER AND ACCESS TO THE SERVICES  AT ANY PARTICULAR TIME OR FROM ANY PARTICULAR LOCATION;

(ii)    ANY LOSS, DESTRUCTION, DAMAGE, CORRUPTION, ATTACK, VIRUSES, INTERFERENCE, HACKING, OR OTHER SECURITY INTRUSION OF THE TELECOMMUNICATION SERVICES; AND

(iii)    (iii) ANY DISCLOSURE OF INFORMATION TO THIRD PARTIES, TIMELINESS, DELETION, MISDELIVERY OR FAILURE TO TRANSMIT ANY DATA, COMMUNICATIONS OR PERSONALIZATION SETTINGS IN CONNECTION WITH YOUR USE OF THE SERVICES. 

 

4.             UPLOADED DATA; CONTENT.

4.1 You agree and acknowledge that you are solely responsible for all data and other Content you upload to the Services.  Intuit does not control the data or other Content stored within users' accounts and does not have any obligation to monitor such data or Content for any purpose. 

4.2 In addition to any use limitations or other restrictions stated in the General Terms of Service, you acknowledge and agree that your account may be subject to limitations on storage, and/or the quantity, size and format of the data or other Content permitted for upload to the Services.  Intuit reserves the right to change such limitations from time to time, and the changes will be effective when posted on the Services website or when we notify you by other means. 

4.3 When you upload data or other Content to the Services, please be advised that the Services do not perform any virus-checking or other scanning for harmful code and the original resolution of your Content may be affected.  You are solely responsible for any data or Content that may be lost or unrecoverable through your use of the Services.

4.4  You acknowledge that Intuit and its licensees may display advertisements and other information adjacent to or included with your data or Content on and through the Services, and you are not entitled to any compensation for such advertisements.  You further acknowledge and agree that Intuit reserves the right to change the manner, mode and extent of such advertising at any time, in its sole discretion, with or without notice.

4.5 You acknowledge that as an active subscriber to the Services you may be offered additional discounts, products and services at Intuit's discretion, when and if they become available.

5.             PAYMENT.  You will be charged the applicable subscription fee on a recurring monthly basis for the Services.  Intuit reserves the right to immediately terminate access to Services in the event your payment method is declined, or if there are any settlement failures or chargebacks in connection with the recurring billing for your account.

6.          UPGRADES/DOWNGRADES.  If you wish to upgrade to a higher tier Services subscription, or downgrade to a lower tier Services subscription, please contact customer service.

 

(a)  If you upgrade to a higher-priced tier, you will receive a pro-rated refund for the remainder of the lower-tier subscription amount. You will then be charged the entire higher-tier subscription amount to reflect the higher pricing of your new higher-tier subscription.  Your new subscription period will start on the day you pay for the new higher-tier subscription.

 

(b)  If you downgrade to a lower-priced tier, you will receive a pro-rated refund for the remainder of the higher-tier subscription amount. You will then be charged the entire lower-tier subscription amount to reflect the lower pricing of your new lower-tier subscription. Your new subscription period will start on the day you pay for the new lower-tier subscription.

 

(c) If you wish to subscribe to this Service as part of a support or bundle plan and were previously subscribed to this Service standalone, you will not receive a refund for the remainder of the billing period for the standalone product. No discounts will be given on the bundled services for previous standalone subscribers.

 

(d)   If you wish to switch from using this Service as part of a support or bundle plan to using this Service standalone, you will not receive a refund for the remainder of the billing period for the support or bundle plan.  You will not have access to any data or Content you entered to the Service as part of the support or bundle plan and you will need to re-enter data or Content into the standalone Service.  No discounts will be given on the standalone services for previous support or bundle plan subscribers.

7. CANCELLATION.  Upon cancellation you will be able to access the Services, data and other Content you uploaded to the Services only through the end of the subscription term, as specified in the product or product program pages on http://www.intuit.com.  After the subscription term ends, you will not have any access to the Services, data and other Content you uploaded. There are no refunds upon cancellation.  Please follow product instructions to cancel your account.

 

 

9 September 2010

Learning QuickBooks® 2014 Software License Agreement

This Agreement sets forth the terms and conditions for licensing of the Software from Intuit to you, and installing and using the Software indicates that you have read and understand this Agreement and accept its terms and conditions. Do not use the Software until you have carefully read the following Agreement. The use by you of any services or content accessible through the Software may be subject to your acceptance of separate agreements with Intuit or third parties. This Agreement applies to all versions of the Software and other branded or customized versions unless otherwise agreed. If you purchased the Software from a retail store or directly from Intuit or other Intuit-authorized distribution channel, and do not agree with this Agreement, promptly return the Software and accompanying items to the place of purchase, or as provided below, within sixty (60) days of purchase with a dated receipt for a full refund. If the Software was pre-installed on your computer or disks came packaged with your computer at no extra charge, and if you do not agree with this Agreement, delete or do not use the Software.

Software is defined as the computer program with which this Software License Agreement is included and any updates or maintenance releases thereto.

License and Certain Restrictions

Single-User License. If you purchased a full, single-user license of the Software, you are granted a limited non-exclusive license to use the enclosed Software on the computer(s) used by a single individual. You may make one (1) backup copy of the Software solely for the purpose of reinstalling the Software, if needed, on the computer(s) used by the same single individual. You may not copy the printed materials accompanying the Software, if any, or print multiple copies of any user documentation.

Additional Terms. Making additional copies of the Software or enabling others to use your license number (s), product number(s) and validation number(s), if any, is strictly prohibited. It is also prohibited to give copies to a person who has not purchased the appropriate license for the Software from Intuit; to disclose interfaces to the Software, to install the Software on computers used by individuals who have not purchased the appropriate licenses for the Software from Intuit; or to duplicate or distribute the Software by any other means including electronic transmission. The Software in its entirety is protected by the copyright laws. The Software also contains trade secrets, and you may not decompile, reverse engineer, disassemble, or otherwise reduce the Software to human-perceivable form or disable any functionality which limits the use of the Software. You may not modify, adapt, translate, rent or sublicense (including offering the Software to third parties on an applications service provider or time-sharing basis), assign, loan, resell, or distribute the Software, disk(s), or related materials or create derivative works based upon the Software or any part thereof. If your company is, or substantially all of its assets are, acquired by or merged into another company or sole proprietorship, please contact Intuit regarding transferring your license to the new company. You may not network the Software. You may not copy or modify the Software in whole or part, or use trade secret information contained in the Software, to develop software to interface with the Software.

Intuit may provide you with a mechanism to provide feedback, suggestions and ideas, if you choose, about its products and services ("Feedback"). You agree that Intuit may, in its sole discretion, use the Feedback you provide to Intuit in any way, including in future modifications of QuickBooks, multimedia works and/or advertising and promotional materials relating thereto. You hereby grant Intuit a perpetual, worldwide, fully transferable, non-revocable, royalty free license to use, modify, create derivative works from, distribute and display any information you provide to Intuit in the Feedback.

Termination. This Agreement may be terminated by Intuit immediately and without notice if you fail to comply with any term or condition of this Agreement. Upon such termination, you must immediately destroy all complete and partial copies of the Software, including all backup copies. From time to time, Intuit may change the terms and conditions of this Agreement. Intuit will notify you of any such change. For the latest version of this Agreement, go to www.quickbooks.com, or such other site designated by Intuit. Your continued use of the Software will indicate your agreement to the change.

Satisfaction Guaranteed. If you are not 100% satisfied with this Software, Intuit's and/or its Representatives (as defined below) entire liability and your exclusive remedy shall be either:

(a) if you purchased the Software through a reseller or directly from Intuit or other Intuit-authorized distribution channel, delete the Software from your computer(s) and (1) return the Software within sixty (60) days of purchase to the reseller where purchased with a dated receipt for a full refund. (If the reseller is unable to issue a refund, then you must return the Software with a dated receipt within sixty (60) days of purchase to Intuit Returns Department, PO Box 19004, Greenville, SC 29390-9004 for such refund); or (2) return the Software within sixty (60) days of purchase, with a dated receipt to Intuit Returns at the above address for replacement in the case of a defective disk. If the disk is defective and you would like a replacement disk while this version is still commercially available after sixty (60) days from date of purchase, you may obtain a replacement by sending your defective disk and a check for the applicable amount published by Intuit (currently twenty dollars ($20) per replacement), plus applicable taxes, to Intuit at the address listed above. (For all orders shipped within the U.S., please add all applicable shipping and handling charges, state and local sales tax as well as tax on shipping and handling based on your shipping address); or

(b) if the Software was pre-installed on your computer when you bought it, or if disks came packaged with your computer at no extra charge, and the Software is defective or was installed improperly, you may obtain replacement disks from the company that manufactured your computer, at its option, by sending your request stating the nature of the problem, plus a copy of your dated receipt for the computer on which the Software was installed, to the manufacturer of the computer; or

(c) if you purchased the Software by downloading it to your computer from Intuit or an Intuit-authorized site, and the Software did not install properly, contact Intuit or the Intuit- authorized site for a replacement copy.

DISCLAIMER OF WARRANTIES. EXCEPT AS PROVIDED ABOVE, THIS SOFTWARE AND ANY RELATED SERVICES OR CONTENT ACCESSIBLE THROUGH THE SOFTWARE ARE PROVIDED "AS-IS," AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, INTUIT AND ITS REPRESENTATIVES DISCLAIM ALL OTHER REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, REGARDING THIS SOFTWARE, DISKS, RELATED MATERIALS AND ANY SUCH SERVICES OR CONTENT, INCLUDING THEIR FITNESS FOR A PARTICULAR PURPOSE, SECURITY, THEIR MERCHANTABILITY, OR THEIR NONINFRINGEMENT.

INTUIT AND ITS REPRESENTATIVES DO NOT WARRANT THAT THE SOFTWARE OR ANY RELATED SERVICES OR CONTENT IS FREE FROM BUGS, VIRUSES, ERRORS, OR OTHER PROGRAM LIMITATIONS NOR DOES INTUIT AND ITS REPRESENTATIVES WARRANT ACCESS TO THE INTERNET OR TO ANY OTHER SERVICE OR CONTENT OR DATA THROUGH THE SOFTWARE. SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. IN THAT EVENT, ANY IMPLIED WARRANTIES ARE LIMITED IN DURATION TO SIXTY (60) DAYS FROM THE DATE OF PURCHASE OF THE SOFTWARE. HOWEVER, SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY HAVE OTHER RIGHTS AS WELL, WHICH VARY FROM STATE TO STATE.

THIS SOFTWARE AND ANY RELATED SERVICES OR CONTENT ARE DESIGNED TO OPERATE AND PROVIDE INFORMATION WITH THE UNDERSTANDING THAT INTUIT AND ITS REPRESENTATIVES (AS DEFINED BELOW) ARE NOT ENGAGED IN RENDERING LEGAL, ACCOUNTING OR OTHER PROFESSIONAL SERVICE. IF LEGAL ADVICE OR OTHER EXPERT ASSISTANCE IS REQUIRED, THE SERVICE OF A COMPETENT PROFESSIONAL SHOULD BE SOUGHT. INTUIT AND ITS REPRESENTATIVES (AS DEFINED BELOW) EXPRESSLY DISCLAIM ANY REPRESENTATIONS OR WARRANTIES THAT YOUR USE OF THE SOFTWARE WILL SATISFY ANY STATUTORY OR REGULATORY OBLIGATIONS, OR WILL ASSIST WITH, GUARANTEE OR OTHERWISE ENSURE COMPLIANCE WITH ANY APPLICABLE LAWS OR REGULATIONS, INCLUDING BUT NOT LIMITED TO THE HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT OF 1996 ("HIPAA"), THE GRAMM-LEACH-BLILEY ACT OF 1999, THE SARBANES-OXLEY ACT OF 2002, OR OTHER FEDERAL OR STATE STATUTES OR REGULATIONS. YOU ARE SOLELY RESPONSIBLE FOR ENSURING THAT YOUR USE OF THIS SOFTWARE, RELATED SERVICES OR CONTENT IS IN ACCORDANCE WITH APPLICABLE LAW. IT IS YOUR RESPONSIBILITY TO KEEP ABREAST OF CHANGES IN LAWS, REGULATIONS AND ACCOUNTING PRACTICES THAT AFFECT YOU AND YOUR BUSINESS.

LIMITATION OF LIABILITY AND DAMAGES. THE ENTIRE LIABILITY OF INTUIT AND ITS REPRESENTATIVES (AS DEFINED BELOW) FOR ANY REASON SHALL BE LIMITED TO THE AMOUNT PAID BY THE CUSTOMER FOR THE SOFTWARE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, INTUIT AND ITS SUBSIDIARIES, AFFILIATES, LICENSORS, DAVID J. O'BRIEN, NATIONAL REAL WORLD TRAINING, INC., PARTICIPATING FINANCIAL INSTITUTIONS, THIRD-PARTY CONTENT OR SERVICE PROVIDERS, DISTRIBUTORS, DEALERS OR SUPPLIERS ("REPRESENTATIVES") ARE NOT LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO: DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS OR INVESTMENT, OR THE LIKE), WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF INTUIT OR ITS REPRESENTATIVES 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. SOME STATES DO NOT ALLOW THE LIMITATION AND/OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN INTUIT AND YOU. INTUIT WOULD NOT BE ABLE TO HAVE PROVIDED THIS SOFTWARE OR SERVICES WITHOUT SUCH LIMITATIONS.

Export Restrictions. You acknowledge that this website, the Software, and the underlying software may include U.S. technical data subject to restrictions under export control laws and regulations administered by the United States government. You agree that you will comply with these laws and regulations, and will not export or re-export the Software, or any part of the Software, in violation of these laws and regulations, directly or indirectly. You also agree not to provide access to any part of the Software to anyone who you have reason to know may use the Software in the development of nuclear, chemical, or biological weapons.

DISPUTES. ANY DISPUTE OR CLAIM RELATING IN ANY WAY TO THE INTUIT SOFTWARE OR 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. BY ENTERING INTO THIS AGREEMENT AND AGREEING TO ARBITRATION, YOU AGREE THAT YOU AND INTUIT ARE EACH WAIVING THE RIGHT TO FILE A LAWSUIT AND THE RIGHT TO A TRIAL BY JURY. IN ADDITION, YOU 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 Intuit Inc., in care of our registered agent Corporation Service Company, 2711 Centerville Road, Wilmington, DE 19808. Arbitration will be conducted by the American Arbitration Association (AAA) before a single AAA arbitrator under the AAA's rules, which are available at 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, Intuit will pay them for you. In addition, Intuit will reimburse all such fees and costs for claims totaling less than $75,000 unless the arbitrator determines the claims are frivolous. Likewise, Intuit will not seek its attorneys' fees or costs in arbitration unless the arbitrator determines your claims or defenses 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 14 shall survive expiration, termination or recession of this Agreement.

General Provisions. This Agreement sets forth Intuit's and its Representatives' entire liability and your exclusive remedy with respect to the Software. You acknowledge that this Agreement is a complete statement of the agreement between you and Intuit with respect to the Software, and that there are no other prior or contemporaneous understandings, promises, representations, or descriptions with respect to the Software.

This Agreement shall govern any services or content related to the Software, unless such services or content are subject to a separate written agreement between you and Intuit or its Representatives. However, the limitations of liability and disclaimer of warranties in this Agreement shall apply to Intuit and its Representatives with respect to such content or services except to the extent provided otherwise in a separate written agreement approved by Intuit between you and Intuit or the applicable Representative(s).

This Agreement does not limit any rights that Intuit may have under trade secret, copyright, patent, trademark or other laws. The Representatives of Intuit are not authorized to make modifications to this Agreement, or to make any additional representations, commitments, or warranties binding on Intuit, other than in writing signed by an officer of Intuit. Accordingly, such additional statements are not binding on Intuit and you should not rely upon such statements. If any provision of this Agreement is invalid or unenforceable under applicable law, then it is, to that extent, deemed omitted and the remaining provisions will continue in full force and effect. The validity and performance of this Agreement shall be governed by California law (without reference to choice of law principles), except as to copyright patent and trademark matters, which are covered by federal laws. This Agreement is deemed entered into at Mountain View, California, and shall be construed as to its fair meaning and not strictly for or against either party.

Consumer Information and Privacy. For details about Intuit's privacy policies, please refer to the Privacy Statement contained either in the Software or on a website designated by Intuit. You agree to be bound by the applicable Intuit privacy policies.

Intuit, the Intuit logo, QuickBooks, QuickBooks Pro, Quicken, TurboTax, ProSeries and Lacerte, among others, are trademarks and/or service marks of Intuit Inc. in the U.S. and other countries. Other parties' marks are the property of their respective owners and should be treated as such.

Copyright © 2013 by David J. O'Brien and/or National Real World Training, Inc. All rights reserved. QuickBooks screen displays, and any other Intuit content, © 2013 Intuit Inc. All rights reserved.

Intuit Inc.
P. O. Box 7850
Mountain View, CA 94039-7850

2014 Software License Agreement for QuickBooks® Software and Intuit Payroll Services

INTUIT SOFTWARE END USER LICENSE AGREEMENT

A. INTUIT GENERAL END USER LICENSE AGREEMENT. Thank you for selecting the Software offered by Intuit Inc. or its Affiliates (referred to as "Intuit," "we," "our," or "us"). Please review these license terms ("Agreement") thoroughly. This Agreement is a legal agreement between you and Intuit. By clicking "I AGREE," indicating acceptance electronically, accessing or using the Software, you agree to these terms. If you do not agree to this Agreement, then do not indicate acceptance of the Agreement and do not use the Software.

1. AGREEMENT

1.1 This Agreement describes the terms governing your use of the Intuit Software including content, updates and new releases (collectively, the "Software") and gives you certain rights and responsibilities depending on the software license you selected, purchased or subscribed to, as more fully described herein. The Agreement includes by reference:

  • Intuit's Privacy Statement available on the website or provided to you in writing for the Software you selected;
  • Additional Terms and Conditions for the Software that you have selected, including any licenses, terms of service or other terms of use from third parties offered in connection with the Software; and
  • Any terms provided separately to you for the Software, including for example, web or email product or program terms, ordering, activation, pricing and payment terms, where applicable.

1.2 An "Affiliate" means all Intuit companies and subsidiaries that directly or indirectly, control or are controlled by Intuit, or are under the common control with Intuit. As used in this Agreement, control means equity ownership of fifty percent (50%) or greater interest in the voting shares held by an entity.

2. LICENSE GRANT AND RESTRICTIONS

2.1 The Software is protected by copyright, trade secret, and other intellectual property laws. You are only granted certain limited rights to install and use the Software, and Intuit reserves all other rights in the Software not granted to you in writing herein. As long as you meet any applicable payment obligations and comply with this Agreement, Intuit grants you a personal, limited, nonexclusive, nontransferable, revocable license to use the Software only for the period of use provided in the ordering and activation terms, as set forth in this Agreement, or in accordance with Intuit's then-current product discontinuation policies, as updated from time to time, and only for the purposes described by Intuit for the Software.

2.2 You acknowledge and agree that the Software is licensed, not sold. You agree not to use the Software in a manner that violates any applicable law, regulation or this Agreement. For example, unless authorized by Intuit in writing, you agree you will not:

  • Provide access to or give the Software or any part of the Software to any third party;
  • Reproduce, duplicate, copy, deconstruct, reverse-engineer, sell, trade or resell the Software;
  • Transfer your license to the Software to any other party;
  • Attempt unauthorized access to any other Intuit systems that are not part of the Software;
  • Permit any third party to benefit from the use or functionality of the Software via a rental, lease, timesharing, service bureau, hosting service, or other arrangement; or
  • Upload, host, use or access the Software via a timesharing, service bureau, virtualization, application hosting or other remote access arrangement.

If you violate any of these terms, this Agreement and your license to use the Software may be terminated by Intuit in its sole discretion.

3. PAYMENT. For Software licensed on a payment or subscription basis, the following terms apply, unless Intuit notifies you otherwise in writing. This Agreement also incorporates by reference and includes program ordering and payment terms provided to you for the Software:

  • Payments will be billed to you in U.S. dollars, and your account will be debited when you subscribe and provide your payment information, unless stated otherwise in the program ordering or payment terms on the website for the Software.
  • You must pay with one of the following:
    • A valid credit card acceptable to Intuit;
    • A valid debit card acceptable to Intuit;
    • Sufficient funds in a checking or savings account to cover an electronic debit of the payment due; or
    • By another payment option Intuit provides to you in writing.
  • If your payment and registration information is not accurate, current and complete, and you do not notify us promptly when such information changes, we may immediately suspend or terminate your account, terminate your license and refuse any further use of the Software.
  • If you do not notify us of updates to your payment method (e.g., credit card expiration date), to avoid interruption of your service, we may participate in programs supported by your card provider (e.g., updater services, recurring billing programs, etc.) to try to update your payment information, and you authorize us to continue billing your account with the updated information that we obtain.
  • Intuit will automatically renew your monthly, quarterly, or annual subscription at the then-current rates, as required for you to maintain access to the Software, unless your license to the Software is cancelled or terminated under this Agreement.
  • Additional cancellation or renewal terms may be provided to you on the website for the Software.

4. TRIAL VERSIONS AND BETA FEATURES. If you registered for a trial use of the Software ("Trial Period"), you must decide to purchase a Software license within the Trial Period in order to retain any Content (defined in Section 6) that you have entered into the Software, created within the Software data file, posted or uploaded during the Trial Period. If you do not purchase a Software license by the end of the Trial Period, your Content will no longer be available to you. To be very clear, after using the Software during the trial period, if you decide not to purchase the license to the full version of the Software, you will not be able to access or retrieve any of the data you added or created with the software during the trial.

5. YOUR PRIVACY AND PERSONAL INFORMATION. You can view Intuit's Privacy Statement on the Intuit website, or via a link on the website for the Software you have selected. You agree to be bound by the applicable Intuit Privacy Statement, subject to change in accordance with its terms. Most importantly, you agree:

  • To Intuit maintaining your data according to the Intuit Privacy Statement, as part of the Software.
  • To give Intuit permission to combine information you enter or upload in a way that does not identify you personally with that of other users of the Software. By way of example, this means that Intuit may use that non-identifiable aggregated data to improve services, design promotions, or provide ways for you to compare business practices with other users.
  • Intuit is a global company and may access or store personal information in multiple countries, including countries outside of the European Union that may be deemed to have inadequate protections by European Union Data Protection Authorities. When you agree to this Agreement, you agree to this practice.

6. CONTENT

6.1 You are responsible for your content. You are legally responsible for all information, data, text, software, music, sound, photographs, graphics, video, messages or other materials ("Content") uploaded, posted or stored through your use of the Software. You grant Intuit a worldwide, royalty-free, non-exclusive license to host and use any Content provided through your use of the Software. You agree not to use the Software for any illegal purpose or in violation of any applicable local, state, federal or international law. You are encouraged to archive your Content regularly and frequently. You are responsible for any Content that may be lost or unrecoverable through your use of the Software. You agree that you will not use the Software to share, store, or in any way distribute financial data that is not in accordance with the law. Any users suspected of having information which involves fraud, embezzlement, money laundering, insider trading, support for terrorism, or any other activity proscribed by law may have their accounts terminated, their financial data erased, and they also may be reported to law enforcement officials in the appropriate jurisdictions. Intuit is not responsible for the Content or data you provide through your use of the Software.
You agree not to use the Software to upload, post, distribute, link to, publish, reproduce, engage in or transmit any of the following, including but not limited to:

  • Illegal, fraudulent, libelous, defamatory, obscene, pornographic, profane, threatening, abusive, hateful, harassing, offensive, inappropriate or objectionable information or communications of any kind, including without limitation conduct that would encourage or constitute an attack or "flaming" others, or criminal or civil liability under any local, state, federal or foreign law;
  • Content or data that would impersonate someone else or falsely represent your identity or qualifications, or that constitutes a breach of any individual's privacy, including posting images about children or any third party without their consent (or a parent's consent in the case of a minor);
  • Except as otherwise permitted by Intuit in writing, advertisements, solicitations, investment opportunities, chain letters, pyramid schemes, other unsolicited commercial communication or engage in spamming or flooding;
  • Virus, trojan horse, worm or other disruptive or harmful software or data; and
  • Any information, software or Content which is not legally yours and may be protected by copyright or other proprietary right, or derivative works, without permission from the copyright owner or intellectual property rights owner.

6.2 Community forums. The Software may include access to a community forum to exchange information with other users of the Software and the public. Please use respect when you interact with other users. Intuit does not support and is not responsible for the accuracy of others' content in these community forums. Do not reveal information in the community forum that you do not want to make public. Users may post hypertext links to content hosted and maintained by third parties for which Intuit is not responsible.

Intuit may, but has no obligation to, monitor Content provided on the community forum. We may disclose any information necessary or appropriate to satisfy our legal obligations, protect Intuit or its customers, or operate the Software properly. Intuit, in its sole discretion, may refuse to post, remove, or refuse to remove, any Content, in whole or in part, alleged to be unacceptable, undesirable, inappropriate, or in violation of this Agreement.

6.3 Intuit may freely use feedback you provide. You agree that Intuit may use your feedback, suggestions, or ideas in any way, including in future modifications of the Software, other products or services, advertising or marketing materials. You grant Intuit a perpetual, worldwide, fully transferable, sublicensable, irrevocable, fully paid-up, royalty free license to use the feedback you provide to Intuit in any way. Intuit will not sell, publish or share your feedback in a way that could identify you without your explicit permission.

7. ADDITIONAL TERMS YOU AGREE TO

7.1 Intuit does not give professional advice. Intuit is not in the business of providing legal, financial, accounting, health care, real estate or other professional services or advice. Consult the services of a competent professional when you need this type of assistance.

7.2 We may tell you about other Intuit services. You may be offered other services, features, products, applications, online communities, or promotions provided by Intuit ("Intuit Services"). If you decide to use any of these Intuit Product or Services, additional terms and conditions and separate fees may apply. You acknowledge that in accessing some Intuit Services you may upload or enter data such as names, addresses and phone numbers, purchases, and other data to the Internet. You grant Intuit permission to use information you provide and about your experience so that we can provide the Intuit Services to you, monitor and analyze your use of the services, maintain and update your data, and address errors or service interruptions. We may use this data to improve services, enhance future services, identify potentially relevant offers, and produce anonymous research data. You grant Intuit permission to combine the data you have entered or uploaded with that of others in a way that does not identify you or any individual personally. You also grant Intuit permission to share or publish summary results relating to such research data and to distribute or license such data to third parties.

7.3 We may tell you about third party products or services. Subject to the Intuit Privacy Statement, Intuit may offer products and services on behalf of third parties who are not affiliated with Intuit ("Third Party Products") or the Software may contain links to third party websites ("Third Party Sites").You agree that Intuit can use your contact information, including name and address, for the purpose of offering these products to you in accordance with your stated Intuit contact preferences. If you decide to use any Third Party Products or access any Third Party Sites, you are responsible for reviewing the third party's separate product terms, website terms and privacy policies. You agree that the third parties, and not Intuit, are responsible for their product's performance and the content on their websites. Intuit is not affiliated with these Third Party Products or Third Party Sites and has no liability for them.

7.4 Communications choices. Intuit may be required by law to send you communications about the Software or Third Party Products. You agree that Intuit may send these communications to you via email or by posting them on one of our sponsored websites. We may also send business communications such as confirmations or notices, which will be delivered to you via email or posted on our websites. You are required to receive these communications. You can choose not to receive some types of communication, such as marketing messages.

7.5 You will track your passwords and accept updates. You are responsible for securely managing your password(s) for access to the Software. If you become aware of any unauthorized access to your Software account, theft or loss of your password, you agree to contact Intuit as soon as possible. The Software may periodically be updated with tools, utilities, improvements, third party applications, or general updates to improve and enhance the features and performance of the Software.

8. DISCLAIMER OF WARRANTIES

8.1 YOUR USE OF THE SOFTWARE AND CONTENT ACCESSIBLE THROUGH THE SOFTWARE IS ENTIRELY AT YOUR OWN RISK. EXCEPT AS DESCRIBED IN THIS AGREEMENT, THE SOFTWARE IS PROVIDED "AS IS." TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, INTUIT, ITS AFFILIATES, AND ITS THIRD PARTY SERVICE OR DATA PROVIDERS, LICENSORS, DISTRIBUTORS OR SUPPLIERS (COLLECTIVELY REFERRED TO AS, "SUPPLIERS") DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY THAT THE SOFTWARE IS FIT FOR A PARTICULAR PURPOSE, TITLE, MERCHANTABILITY, DATA LOSS, NON-INTERFERENCE WITH OR NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS, OR THE ACCURACY, RELIABILITY, QUALITY OR CONTENT IN OR LINKED TO THE SOFTWARE. INTUIT AND ITS AFFILIATES AND SUPPLIERS DO NOT WARRANT THAT THE SOFTWARE IS SECURE, FREE FROM BUGS, VIRUSES, INTERRUPTION, ERRORS, THEFT OR DESTRUCTION. FURTHER, INTUIT DOES NOT WARRANT ACCESS TO THE INTERNET OR TO ANY OTHER SERVICE, CONTENT OR DATA TRANSMITTED THROUGH THE SOFTWARE. IF THE EXCLUSIONS FOR IMPLIED WARRANTIES DO NOT APPLY TO YOU, ANY IMPLIED WARRANTIES ARE LIMITED TO 60 DAYS FROM THE DATE OF PURCHASE OR DELIVERY OF THE SERVICES, WHICHEVER IS SOONER.

8.2 INTUIT AND ITS AFFILIATES AND SUPPLIERS DISCLAIM ANY REPRESENTATIONS OR WARRANTIES THAT YOUR USE OF THE SOFTWARE WILL SATISFY OR ENSURE COMPLIANCE WITH ANY LEGAL OBLIGATIONS OR LAWS OR REGULATIONS. THIS DISCLAIMER APPLIES TO BUT IS NOT LIMITED TO THE HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT OF 1996 ("HIPAA"), THE GRAMM-LEACH-BLILEY ACT OF 1999, THE SARBANES-OXLEY ACT OF 2002, OR OTHER FEDERAL OR STATE STATUTES OR REGULATIONS. YOU ARE SOLELY RESPONSIBLE FOR ENSURING THAT YOUR USE OF THE SOFTWARE IS IN ACCORDANCE WITH APPLICABLE LAW.

9. LIMITATION OF LIABILITY AND INDEMNITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE ENTIRE LIABILITY OF INTUIT, AND ITS AFFILIATES AND SUPPLIERS FOR ALL MATTERS OR CLAIMS RELATING TO THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT YOU PAID FOR THE SOFTWARE DURING THE TWELVE (12) MONTHS PRIOR TO SUCH CLAIM. SUBJECT TO APPLICABLE LAW, INTUIT AND ITS AFFILIATES AND 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, SPYWARE, LOSS OF BUSINESS, REVENUE, PROFITS OR INVESTMENT, OR USE OF SOFTWARE OR HARDWARE THAT DOES NOT MEET INTUIT SYSTEMS REQUIREMENTS. THE ABOVE LIMITATIONS APPLY EVEN IF INTUIT AND ITS AFFILIATES AND SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS AGREEMENT SETS FORTH THE ENTIRE LIABILITY OF INTUIT, ITS AFFILIATES AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO THE SOFTWARE AND ITS USE.

You agree to indemnify and hold Intuit and its Affiliates and Suppliers harmless from any and all claims, liability and expenses, including reasonable attorneys' fees and costs, arising out of your use of the Software or breach of this Agreement (collectively referred to as "Claims"). Intuit reserves the right, in its sole discretion and at its own expense, to assume the exclusive defense and control of any Claims. You agree to reasonably cooperate as requested by Intuit in the defense of any Claims.

10. CHANGES TO THIS AGREEMENT OR THE SOFTWARE. We may change this Agreement from time to time, and the changes will be effective when posted on our website for the Software or when we notify you by other means. Please review the Agreement periodically on the website for changes. We have the right to change any of the terms of this Agreement upon reasonable notice to you. We may also change or discontinue the Software, in whole or in part, including but not limited to, any feature or aspect of the Software, Internet based services, pricing, technical support options, and other product-related policies. Your continued use of the Software after Intuit posts or otherwise notifies you of any changes, indicates your agreement to the changes.

11. TERMINATION. Intuit may immediately and without notice terminate this Agreement or suspend or terminate the license to the Software if you fail to comply with these terms or if you no longer agree to receive electronic communications (see Section 7.4). Upon any termination you must immediately stop using and delete or destroy all copies of the Software and any outstanding payments will become due. Any termination of this Agreement shall not affect Intuit's rights to any payments due to it. Intuit may terminate a free account at any time. Other requirements regarding termination or cancellation of your license to the Software may apply based on the specific ordering or activation terms for the Software. Sections 1.2, 5, and 8 through 15 will survive and remain in effect even if the Agreement is terminated, cancelled or rescinded.

12. EXPORT RESTRICTIONS. You acknowledge that this website, the Software, and the underlying software may include U.S. technical data subject to restrictions under export control laws and regulations administered by the United States government. You agree that you will comply with these laws and regulations, and will not export or re-export the Software, or any part of the Software, in violation of these laws and regulations, directly or indirectly. You also agree not to provide access to any part of the Software to anyone who you have reason to know may use the Software in the development of nuclear, chemical, or biological weapons.

13. GOVERNING LAW AND JURISDICTION. California state law governs this Agreement without regard to its conflicts of laws provisions.

14. DISPUTES.ANY DISPUTE OR CLAIM RELATING IN ANY WAY TO THE INTUIT SOFTWARE OR 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. BY ENTERING INTO THIS AGREEMENT AND AGREEING TO ARBITRATION, YOU AGREE THAT YOU AND INTUIT ARE EACH WAIVING THE RIGHT TO FILE A LAWSUIT AND THE RIGHT TO A TRIAL BY JURY. IN ADDITION, YOU 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 Intuit Inc., in care of our registered agent Corporation Service Company, 2711 Centerville Road, Wilmington, DE 19808. Arbitration will be conducted by the American Arbitration Association (AAA) before a single AAA arbitrator under the AAA's rules, which are available at 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, Intuit will pay them for you. In addition, Intuit will reimburse all such fees and costs for claims totaling less than $75,000 unless the arbitrator determines the claims are frivolous. Likewise, Intuit will not seek its attorneys' fees or costs in arbitration unless the arbitrator determines your claims or defenses 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 14 shall survive expiration, termination or recession of this Agreement.

15. LANGUAGE. Any translation of this Agreement is done for local requirements and in the event of a dispute between the English and any non-English version, the English version of this Agreement shall govern. 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.

16. GENERAL. This Agreement is the entire agreement between you and Intuit and replaces all prior understandings, communications and agreements, oral or written, regarding its subject matter. This Agreement may be modified only by a written amendment signed by the parties or as provided in this Agreement in Section 10 above. If any court of law, having the jurisdiction, rules that any part of this Agreement is invalid, that section will be removed without affecting the remainder of the Agreement. The remaining terms will be valid and enforceable. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. You cannot assign or transfer ownership of this Agreement. However, Intuit may assign or transfer it without your consent to (a) an Affiliate, (b) another company through a sale of assets by Intuit or (c) a successor by merger. Any assignment in violation of this Section shall be void.

November 2012

B. ADDITIONAL TERMS AND CONDITIONS FOR THE SOFTWARE

INTUIT QUICKBOOKS SOFTWARE ("Software").

YOUR LICENSE TO USE THE SOFTWARE, ADD-ON PRODUCTS AND RELATED SERVICES (IF ANY) IS SUBJECT TO THE GENERAL END USER LICENSE AGREEMENT TERMS ABOVE AND THE ADDITIONAL TERMS AND CONDITIONS BELOW. THESE ADDITIONAL TERMS AND CONDITIONS SHALL PREVAIL OVER ANY CONFLICT OR INCONSISTENCY WITH THE GENERAL END USER LICENSE AGREEMENT TERMS ABOVE. Capitalized terms not otherwise defined below have the meanings provided in the General End User License Agreement.

1. LICENSE GRANT AND RESTRICTIONS. Intuit Inc. ("Intuit", "us", "we", "our") grants you ("you" and "your" means you or the legal entity identified in the registration process that you are authorized to represent and on whose behalf the Software is licensed) the following rights provided that you comply with all of the terms and conditions of this Agreement.

(i) Single User License and Single User Add On Pack Purchasers. You may: (a) install the Software on one computer for access and use by only one specific person; and (b) install the Software on one additional computer (e.g., a laptop that you own and use in your business or a home computer that you own and use in your business), so long as only the same specific person accesses and uses the Software.

(ii) Multi User License and Multi User Add On Pack Purchasers. You may: (a) install the Software on the number of computers equal to the number of user licenses you purchased; (b) access and use the Software solely by the number of specific persons corresponding to the number of user licenses you purchased, with no substitution of such users (for example, if you purchased a 3 user license pack and you have 10 employees in your company, the original 3 specific persons who were initially provided with access to and use of the Software, are the only persons licensed to use the Software unless you purchase additional licenses; (c) place a copy of your software data files on a network for access by licensed users; (d) install the Software on 1 additional computer above the number of the license(s) you purchased, solely to accompany your software data file, and not for use of the Software by another user; and (e) for each user license you purchased, make one copy of the printed materials accompanying the Software, if any, or print one copy of any online user documentation solely for use by licensed users. Notwithstanding (b) above, you may replace a specific user if such user leaves and must be replaced with a new employee.

(iii) Unlock License. If you elect to convert from one version of the Software to another (e.g., from the Trial version to the Single User version, from Pro to Premier, etc.) using the unlock license purchase process within the Software, your use of the new unlocked version of the Software must be in accordance with the terms and conditions of this Agreement. Once you have unlocked such new version, you may no longer use the original version of the Software on any computer.

(iv) Subscription Licensing. If you purchased a subscription license to the Software, the terms of this Agreement, as supplemented by the terms of the subscription, will govern your use of the Software and provided that the duration of such license will be based on the subscription model you have elected.

(v). Electronic Delivery.. Any software that is delivered by electronic transmission (regardless of whether a replacement copy is ordered) shall be deemed delivered on the date that Intuit makes such program available for download.

Whichever license you obtain, if you purchased a valid license for the Software and received an Authentic Intuit CDROM, such CDROM is your backup copy of the Software. If you purchased a valid license and received the Software pre-installed on a new computer or through an electronic download, you may make one backup copy of the Software, but only for the purpose of reinstalling the Software, if needed, on the single computer or additional computer referenced in (a) and (b) above. You are not allowed to make copies of the printed materials accompanying the Software, if any, or print multiple copies of any user documentation.

All other rights are reserved by Intuit. You are not licensed or permitted under this Agreement to do any of the following: (a) modify, adapt, translate, rent or sublicense (including offering the Software to third parties on an applications service provider or time-sharing basis); (b) assign, loan, resell, transfer or distribute the Software, CDROM(s), or related materials or create derivative works based upon the Software or any part thereof; (c) network the Software, except that you may network your company data file as outlined in Section B.1.(ii) above if you have purchased the multi-user license version; and (d) copy the Software in whole or part, except as expressly stated in (i), (ii), or (iii) above, or use trade secret information contained in the Software, to develop software to interface with the Software. You agree not to (and not to permit others to): (i) decompile, disassemble, or otherwise reverse engineer the Software, except as otherwise expressly permitted by applicable law; or (ii) remove, alter or obscure any confidentiality or proprietary rights notices (including copyright notices) of Intuit or its licensors on or within the Software or any copies of the Software. If your company is, or substantially all of its assets are, acquired by or merged into another company or sole proprietorship, please contact Intuit at transferlicense@intuit.com regarding to request transfer of your license to the new entity. All such license transfer requests are subject to written approval by Intuit and may be subject to an administrative fee.

In addition to the QuickBooks software, the term "Software" includes any other programs, tools, applications, internet-based services, components and any "updates" (for example, Software maintenance, service information, help content, bug fixes, or maintenance releases etc.) of the Software that Intuit provides or makes available to you after the date you obtained your initial copy of the Software. You are entitled to download updates to the Software that Intuit generally makes available to other users of the Software. However, Upgrades (as defined in Section B.B.C) to the Software are only made available to subscribers of specified Payroll Services as set forth in Section B.B.C. and other subscription-specific offerings Intuit may offer. Certain Software and add-on services may be accompanied by, and will be subject to, additional terms, and additional fees may apply.

2. ADDITIONAL TERMS.

A. Timer Program. You may use the Timer program (if available) included with the Software (does not apply to QuickBooks for Mac My Time application), on all computers used in your business and may make the number of copies of the Timer program required for this purpose. QuickBooks for Mac My Time application can be installed on one machine only and will track time for a single user. QuickBooks for My Time application does not require installation on the same machine as QuickBooks for Mac. Data can be imported into certain specified versions of QuickBooks. Check the QuickBooks for Mac website for details.

B. Data Files Transfer to QuickBooks Online. If available, you may have the option for a limited transfer of data files from select versions of the Software to select versions of QuickBooks Online financial software ("QBO") (see materials accompanying the Software for details). The Terms of Service for QBO shall apply to both the transfer of the Software data files and your use of QBO.

C. Registration; Other Restrictions. The Software includes required registration, so you agree that you must register the Software with Intuit within the amount of time specified by the Software, otherwise you will not be able to continue to use of the Software. You agree to keep your registration information accurate and complete and promptly update your registration data with us as necessary to keep it accurate, current and complete. We protect your registration information according to our privacy policies which can be found by clicking http://security.intuit.com/privacy or the privacy policy link on the Intuit website relating to the Software product you purchased. Enabling others to use your license number(s), product number(s), and validation number(s), if any, is strictly prohibited.

D. Software Updates and Programs. If and when you connect to the Internet and use the Software, Intuit may also include updates in the transmission or install programs you may have requested.

E. Help and Support. Intuit may use a variety of methods (e.g., in-product, Internet, chat, e-mail and phone) to provide technical support and customer service in connection with the Software and Intuit Services. The terms and conditions governing the offering of this support, some of which require the payment of an additional fee, are subject to change as announced by Intuit from time to time. Consult the QuickBooks Support Web site (currently, http://support.quickbooks.intuit.com/support/default.aspx?lid=site_header) for the most up-to-date information relating to this support and any associated charges, as well as updates to the Software. By using QuickBooks support, you authorize Intuit to collect certain company data files in order to provide you with a better customer support experience.

F. QuickBooks Form Designs. If you obtain any images from Intuit to be used as forms "backgrounds" in the QuickBooks Forms Customization feature (additional fees apply), you understand and agree that such designs may only be used with your QuickBooks forms. For example, you are authorized to use these images on QuickBooks forms that you print or email. You may also order matching business cards and other promotional print items that Intuit offers. You may also customize QuickBooks forms with these images on behalf of your clients who use QuickBooks. However you may not resell these images nor use them for any other purposes, including use on third party generated materials such as forms, web-based materials, or other custom printed business identity products.

G. Intuit Payment Products. If you choose from within the Software to apply for and use Intuit Payment Products, you understand and agree to the most current versions of the Intuit Payment Products Terms of Service. The Terms of Service for the respective Intuit Payment Products are currently available here: (i) Intuit Payment Network: https://ipn.intuit.com/legal/termsAndConditions; and (ii) Intuit QuickBooks Merchant Service: http://intuitpayments.com/legal. From time to time Intuit may update these Terms of Service. Check on the product website for the latest version(s) of these Terms of Service for Intuit Payment Products.

3. ONLINE DATA TRANSFER (not applicable for Software and Trial versions that do not include access to the Online Data Transfer feature).

You may have the option to transfer your data files from the Software to Intuit's online servers (the "Online Data Transfer") in order to, among other things, facilitate certain interoperability, data integration, and data access between the Software and certain supported ancillary services you may sign up for and use in connection with the Software (the "Ancillary Services"). Separate fees, terms and conditions may apply. In addition, you agree that if you choose to use the Online Data Transfer option, Intuit may use your data consistent with this Agreement and applicable Intuit Privacy Statement to, among other things, personalize (and enhance and/or improve) the Software experience and services for you, design and offer promotions, recommend products or services to you, provide ways for your to compare business practices with other users, or for any internal Intuit purpose. In order for you to select the Online Data Transfer option, you must (i) have registered select versions of the Software, (ii) have Internet access, and (iii) and may need to be an active subscriber to the Ancillary Services. If you select the Online Data Transfer option, a copy of all or part of your company's, data files will be transferred via the Internet to Intuit's servers (the "Transferred Files"); where you grant Intuit the right and license to (i) host and maintain the Transferred Files, (ii) use the Transferred Files consistent with this Agreement and applicable Intuit Privacy Statement to, among other things, personalize and enhance and/or improve the Software and services for you, design and offer promotions, recommend products or services to you, provide ways for you to compare business practices with other users, or for any internal Intuit purpose, and (iii) use the Transferred Files to make the Ancillary Services available to you, (iv) reformat and manipulate the Transferred Files as reasonably necessary for the data to function with the Ancillary Services. Your original data files will remain in the Software. If you are signed-up for any Ancillary Services that support Online Data Transfer, you will then have the option to have the Transferred Files sent to any of those supported Ancillary Services (a "Data Transfer"). If you are no longer signed-up for an Ancillary Service, you will no longer be able to process Data Transfers to that Ancillary Service. Even if you subsequently opt out of the Online Data Transfer, you grant Intuit the right and license to use the data or data files, albeit in a way that does not identify you, for any internal Intuit purpose.

If you authorize an Online Data Transfer to a third party Ancillary Service, you authorize Intuit to provide the Transferred Files to the third party provider of such Ancillary Service in order for them to provide the third party Ancillary Service to you. You agree and acknowledge that Intuit has no control over any third party Ancillary Services. Your use of the third party Ancillary Service may be subject to additional fees, terms and conditions imposed by the third party. Intuit does not have any liability whatsoever for any actions or inactions on the part of the third party's Ancillary Services resulting in your inability to use the Online Data Transfer feature or otherwise use the Ancillary Services in connection with the Software, or any of the third party's use or practices with respect to your data or data files.

4. FINANCIAL INSTITUTION SERVICES.

(i) General. In connection with your use of the Software and as part of the functionality of certain versions of the Software, you may have access to certain online services that may be made available by your financial institutions ("FI Services"), including online banking, online payment, online investment account download, online bill pay, and online trading. The Software is designed to allow you to access participating FI Services (if and to the extent provided by your financial institutions) to set up banking information, allow the Software to access your account(s) and download transactions into the Software. You acknowledge and agree that Intuit has no control over the FI Services or access to the FI Services by your financial institutions, does not guarantee that you will be able to use the Software with the FI Services, and will have no liability whatsoever for any actions or inactions on the part of the financial institutions resulting in your inability to use the Software to access your accounts, obtain data, download transactions, or otherwise use or access the FI Services.

(ii) Collection of Financial Institution Account Data. You acknowledge that in accessing the FI Services through the Software, your financial institution account access number(s), password(s), security question(s) and answer(s), account number(s), login information, and any other security or access information, and the actual data in your account(s) with such financial institution(s) such as bank balances, credit card charges, debits and deposits (collectively, "FI Account Data"), may be collected and stored in the Software depending upon your financial institution and type of account. You authorize Intuit, in conjunction with Intuit's operation and hosting of the Software, to (i) collect your FI Account Data, (ii) reformat and manipulate such FI Account Data, (iii) create and provide hypertext links to your financial institutions, (iv) access the financial institutions' websites using your FI Account Data, and (v) take such other actions as are reasonably necessary to perform the actions described in (i) through (iv) in order for you to access the FI Services. You hereby represent that you are the legal owner of your FI Account Data and that you have the authority to appoint, and hereby expressly do appoint Intuit as your agent with limited power of attorney to access and retrieve your FI Account Data on your behalf. You further acknowledge that Intuit does not review your FI Account Data and agree that Intuit is not responsible for its completeness or accuracy. Any transactions or informational activities performed at any financial institution's website are not made through the Software and Intuit assumes no responsibility for such transactions or activities. You are solely responsible for any charges associated with your financial institutions.

(iii) Information from Financial Institutions' Websites. You acknowledge and agree that (i) some financial institutions may not allow the Software to access the FI Services, (ii) financial institutions may make changes to their websites, with or without notice to us, that may affect overall performance of the FI Services and prevent or delay the FI Services from such websites, and (iii) the Software "refreshes" the QuickBooks Account Data by collecting the FI Account Data automatically or manually (depending on your financial institution or any changes by you that may require an update, so your most recent transactions may not always be reflected in any account balances or other account information presented to you in the Software. If you see a discrepancy in the QuickBooks Account Data, and in any case before making any transactions or decisions based on such account information presented in the Software, you should check the last refresh date for the account and confirm the FI Account Data and manually update such data as necessary.

5. ACCESS TO DATA, ONLINE TOOLS.

(i) From time to time you may choose to provide certain individuals you designate - including but not limited to your accountant or trusted financial advisor ("Authorized Users") - with access to your Software data and permission to modify your Software data on your behalf. You agree that granting access to your Software data is voluntary and that you are responsible for revoking any permissions to access your Software and Software data from such Authorized Users.

(ii) You agree that from time to time you and your Authorized Users may opt to use certain tools available from within the software that facilitates online communication and collaboration. Separate fees, terms and conditions may apply. You agree that if you and your Authorized Users choose to use these online tools, certain of your Software data may be uploaded to Intuit servers in order to provide the online tool functionality to you.

(iii) If you and your accountant are using the Client Collaborator, you agree that the accountant owns all the data in the Client Collaborator, and that Intuit will not make the data contained in Client Collaborator available to you unless your accountant agrees.

6. SATISFACTION GUARANTEED/LIMITED WARRANTY.

(i) Satisfaction Guarantee. If you are not satisfied with the Software and (a) You purchased the Software from a retail store, you may uninstall and delete all copies of the Software from your computer(s) and return it within 60 days of purchase to the store where you purchased your license with a dated receipt for a full refund. If the store is unable or unwilling to issue a refund or you obtained the Software directly from Intuit, you may uninstall and delete all copies of the Software and return the Software with a dated receipt or packing slip within 60 days of purchase via U.S. mail to Intuit Inc., Returns Department, PO Box 19004, Greenville, SC 29602-9004 or via UPS to Intuit Inc., Returns Department, 110 Hidden Lake Circle, Duncan, SC 29334. (b) You obtained the Software directly from Intuit via an Internet download, you may submit a written request to Intuit including your name, contact and product order information to Intuit Inc., Returns Department, PO Box 19004, Greenville, SC 29602-9004. (c) The Software was pre-installed on your computer when you bought it, or if CDROMs came packaged with your computer at no extra charge, follow the manufacturer's applicable return policy; or (d) You obtained the Software by downloading it on your computer, contact the provider of the download site.

(ii) Limited Warranty. (a) If the CDROM on which the Software is stored is defective, then return the CDROM to Intuit Inc., Returns Department, PO Box 19004, Greenville, SC 29602-9004 within 60 days of shipment (or in the case of a retail purchase, within 60 days of purchase) with a dated receipt or packing slip, and a replacement CDROM will be mailed to you; (b) If more than 60 days has elapsed from the purchase date and the CDROM is defective and you would like a replacement while that version is still commercially available, you may obtain a replacement by sending your defective CDROM and a check for the applicable amount published by Intuit (additional fees may apply per replacement), plus applicable taxes, to Intuit at the address listed above. (For all orders shipped within the U.S., please add all applicable shipping and handling charges, state and local sales tax as well as tax on shipping and handling based on your shipping address); (c) If the Software was pre-installed on your computer when you bought it, or if CDROMs came packaged with your computer at no extra charge, and the Software is defective or was installed improperly, you may obtain replacement CDROMs from the company that manufactured your computer, at its option, by sending your request stating the nature of the problem, plus a copy of your dated receipt for the computer on which the Software was installed, to the manufacturer of the computer; or (d) If you obtained the Software by downloading it on your computer and the Software installed improperly, contact the provider of the download site.

7. TERMINATION.

The Intuit Software is subject to Intuit's discontinuation policy and Intuit reserves the right to discontinue all support for the Intuit Software, and/or for any features, online or other services or content accessible through the Intuit Software in accordance with its current discontinuation policy. If the Intuit Software offers services that require a connection to an Intuit server (including Internet-based services), such as downloading financial data from a participating bank, credit union, credit card, brokerage, mutual fund accounts, online bill paying, and downloading stock/fund quotes and news, such services may expire in accordance with Intuit's current discontinuation policy.

Intuit's current discontinuation policy is to provide support for the Intuit Software and for online and other services or content accessible through the Intuit Software for the most current version of the Intuit Software plus the prior two years' versions. More information about the discontinuation policy relating to the Intuit Software is available at http://support.quickbooks.intuit.com/support/DiscontinuationPlan.aspx.

8. HEALTH INFORMATION AND PRIVACY. If you intend to use the Software, related services and content in conjunction with the medical or health information of particular individuals, you acknowledge and agree that the Software, related services and content are not "HIPAA-ready" or "HIPAA-compliant" and will not assist with or ensure compliance with HIPAA, and that you are solely responsible for using the Software, related services and content in a manner consistent with all applicable federal and state privacy laws relating to medical or health information.

9. TERMS FOR PAYROLL PRODUCTS AND SERVICES, PROVIDED BY INTUIT PAYROLL SERVICES, LLC.

A. QuickBooks Payroll Subscription Services (together the "Payroll Services")

(1) QuickBooks Basic Payroll, Standard Payroll, Enhanced Payroll, and Enhanced Payroll for Accountants ("Basic","Standard or Enhanced Payroll"). (Not applicable for Software and Trial versions that do not include access to the applicable Basic, Standard or Enhanced Payroll Service.) In order for you to calculate federal and state payroll taxes, you must (i) have registered the Software, (ii) have Internet access, and (iii) subscribe to the applicable Basic, Standard or Enhanced Payroll service. You may subscribe to the applicable Basic, Standard or Enhanced Payroll through the Software by clicking on the appropriate Employee menu item from within the Software. The applicable Basic, Standard or Enhanced Payroll service will begin after we receive and process all the information requested, including your credit card or bank account information. You must have a valid credit card or a valid debit card with a Visa or MasterCard logo ("Card") or sufficient funds in a U.S. checking or savings account to cover an electronic debit of the subscription fee to obtain the applicable Basic, Standard or Enhanced Payroll, except as described below. The information you provide must be accurate and complete. When you subscribe and provide payment information, your Card or bank account will be debited and will be automatically re-debited at the beginning of each applicable monthly or one-year subscription term of the Basic, Standard or Enhanced Payroll ("Renewal Term") at the then current subscription rate to maintain the Basic, Standard or Enhanced Payroll service. You may notify us to cancel the Basic, Standard or Enhanced Payroll service prior to the beginning of each Renewal Term. If, during a Renewal Term, the Basic, Standard or Enhanced Payroll service for your version of the Software is discontinued by us, Intuit shall refund to you the prorated amount of the subscription fee for the period of time you were unable to use the Basic, Standard or Enhanced Payroll.

Basic, Standard and Enhanced Payroll purchased at retail will begin after you activate Basic, Standard or Enhanced Payroll, which activation must be no later than ninety (90) days from purchase or the date marked on the outside of your QuickBooks Payroll box, whichever is earlier.

For each registered copy of the Software, you must purchase a separate subscription for Basic, Standard or Enhanced Payroll. For the purposes of Basic, Standard or Enhanced Payroll subscriptions, QuickBooks Pro, QuickBooks Premier Multi-user pack, or an Enterprise Solutions Business Management Software user pack is considered a single registered copy of the Software. If you are using one of the aforementioned versions of the Software, you will need only one subscription to the applicable Basic, Standard or Enhanced Payroll service. For every subscription of Basic, Standard, or Enhanced Payroll subscriptions, Intuit may impose a limit on the number of Employer Identification Number(s) (EIN) for which you can use your subscription. If you exceed the EIN limit, you may be required to pay additional fees.

If you purchased a subscription to Basic or Enhanced Payroll under the pricing option which charges a per employee fee at the end of each month, you are required to connect to Basic or Enhanced Payroll at least once every thirty (30) days to allow Intuit to send your payroll data to the Intuit Online Servers for purposes of calculating your per employee fee.

We strongly recommend you connect to Basic, Standard or Enhanced Payroll to validate your subscription and receive the most current payroll tax updates at least once every thirty (30) days. Failure to update within thirty (30) days may result in inaccurate withholding from payroll and you hereby assume any and all liability resulting from any inaccurate withholding resulting from a failure to update. Also, as a safety measure, and due to the changes in payroll tax rates, if your subscription to the Basic, Standard or Enhanced Payroll Service expires, you will be unable to continue to process payroll using tax tables or tax forms in QuickBooks. In the event this occurs, connect with Basic, Standard or Enhanced Payroll, bring your subscription account current if necessary, get the latest payroll updates, and you will again be able to process payroll.

(2) License Grant and Restrictions. If and when you subscribe to Basic, Standard or Enhanced Payroll and pay the applicable subscription fee, Intuit grants you a limited non-exclusive license to use the tax tables, selected payroll tax forms (for Standard and Enhanced Payroll only), when and if available, and documentation ("Payroll Updates") within the United States, provided that you comply with all of the terms and conditions of this Agreement. You may not use the Payroll Updates except with the Software. You may only use or install updates to Basic, Standard or Enhanced Payroll on the computer(s) used by individual(s) for whom you have purchased a license to the Software. You may not process payroll for any other person, company or legal entity without a valid subscription to the Enhanced Payroll for Accountants payroll service.

Certain Basic, Standard or Enhanced Payroll services may have restrictions on the number of employees for whom payroll can be processed. When you purchase an employee-limited service, the service will allow you to process payroll for up to a certain number of employees. If you wish to process payroll for more employees, you may be required to choose a higher level of service or pay an additional fee. If you wish to process payroll for fewer employees, you must choose a lower level of service. Other Basic, Standard or Enhanced Payroll services may be subject to a per-employee pricing model, and you may have to pay additional fees for each Employee you add. "Employees" refers to all employees paid on the computer(s) used by the individual(s) for whom you have purchased a license to the Software. We may collect and make use of information about how many employees you pay and may suggest the right level of payroll service for you based on that information.

(3) Termination and Amendment. Your rights to the Basic, Standard or Enhanced Payroll subscription may be terminated by Intuit immediately and without notice if you fail to comply with any term or condition of this Agreement or if Intuit is unable to debit your payment method in accordance with this Agreement. In addition, if Intuit is unable to debit your payment method in accordance with this Agreement, Intuit will not provide refunds for any Payroll Services outside of the 60-Day Satisfaction Guarantee. Intuit shall have the right to change or add to the terms or conditions of the Basic, Standard or Enhanced Payroll service at any time (provided that it is not Intuit's intent that such change substantially affect the license rights granted to you and for which consideration was paid by you), and to change the method of delivering or accessing the Basic, Standard or Enhanced Payroll service and/or the subscription fee, and to change, delete, discontinue or impose conditions on any feature or aspect of the Basic, Standard or Enhanced Payroll service. In this event you will receive notice of such change, typically via email or on www.quickbooks.com. For the latest version of the terms or conditions of the Basic, Standard or Enhanced Payroll service, go to www.payroll.com, or such other site designated by Intuit. The Payroll Service does not include access to the Internet for connecting to Basic, Standard or Enhanced Payroll, nor does it include furnishing advice of deductions. Basic, Standard or Enhanced Payroll does not include information regarding selected local and state taxes. Basic, Standard or Enhanced Payroll operates only with a compatible version of the Software; so from time to time you may need to install updates or upgrades (or allow Intuit to install them electronically) or purchase an upgrade version of the Software to continue using Basic, Standard or Enhanced Payroll. All users in a multi-user environment must be using valid licensed copies of the same version year of the Software.

(4) Electronic Filing and Payment of Payroll Tax for Enhanced Payroll. You must have a supported version of QuickBooks and a current subscription to Enhanced Payroll in order to electronically file and pay your payroll taxes ("Transaction") using QuickBooks. If you choose to file and/or pay your Transaction electronically, it will be forwarded to Intuit's Electronic Filing Center where Intuit will convert it to a standardized format and transmit it to the applicable federal and/or state taxing authority (the "Electronic Filing Services"). You are responsible for verifying the status of your Transaction to confirm that it has been received and accepted by the applicable taxing authority, and if necessary, for filing and paying it manually in the event that the taxing authority rejects your Transaction (e.g., incorrect bank account number, invalid pin, duplicate payment). Except to the extent required by applicable law, Intuit has no obligation to store, maintain or provide to you any information you provide to Intuit, and you agree to print and save a copy of your Transaction for your records. By using this system to prepare and submit your Transaction, you consent to the disclosure to the IRS and any other tax or revenue authority of all information pertaining to your use of the Electronic Filing Services. Using the system to prepare and submit your Transaction with state taxing authorities is subject to availability. Some Transactions may go through the Automated Clearing House (the "ACH"), and you agree that your Transactions will be governed by the ACH rules. You warrant to Intuit everything that Intuit must warrant as an ACH Originator, and you accept any liability you or Intuit may incur which is caused by your Transactions. If Intuit tells you that information concerning your Transactions has changed, you must use this corrected information in the future to initiate Transactions.

You authorize Intuit to send Transactions, electronically or by any other commercially accepted method, to the appropriate financial institution or taxing authority. You also authorize and direct the institution which holds your demand deposit account, identified when you sign up, or any other account you identify when using the Enhanced Payroll Service in the future ("Your Account(s)"), to charge each debit to Your Account(s) and pay that amount to the government agency. You authorize Intuit and its agents (if applicable) to enroll you with the appropriate taxing authorities for the purposes of e-filing and e-payment at our discretion. This authorization remains in effect until you notify Intuit that this authorization is revoked.

(5) Satisfaction Guarantee. If You are not satisfied with the Basic or Enhanced Payroll Subscription and (a) You purchased the Subscription from a retail store, you may uninstall and delete all copies of the Software from your computer(s) and return it within 60 days of purchase to the store where you purchased your license with a dated receipt for a full refund of the purchase price (excludes added employees and other add-on connected services). If the store is unable or unwilling to issue a refund or you obtained the Subscription directly from Intuit, you may uninstall and delete all copies of the Software and return the Software if applicable with a dated receipt or packing slip within 60 days of purchase via U.S. mail to Intuit Inc., Returns Department, PO Box 19004, Greenville, SC 29602-9004 or via UPS to Intuit Inc., Returns Department, 110 Hidden Lake Circle, Duncan, SC 29334 for a full refund of the purchase price(excludes added employees and other add-on connected services); or (b) You obtained the Subscription directly from Intuit via an Internet download, you may uninstall and delete all copies of the Software and submit a written request to Intuit including your name, contact and product order information to Intuit Inc., Returns Department, PO Box 19004, Greenville, SC 29602-9004 within 60 days of purchase for a full refund of the purchase price (excludes added employees and other add-on connected services).

(6) Other Services. The use by you of the Payroll Services, including but not limited to, Direct Deposit may be subject to your acceptance of separate agreements in addition to the terms of this Agreement and separate fees may apply. Application forms and information to subscribe to the Direct Deposit services are provided through the Software. You may sign up to use the Direct Deposit option only if you are an active subscriber to the Services.

Active payroll subscribers may have access to additional Intuit offerings during the term of their subscription on a when-and-if available basis. Any additional Intuit offerings provided during the active subscription cease immediately when the active subscription terminates.

YOU ASSUME FULL RESPONSIBILITY FOR THE USE OF THE PAYROLL SERVICES TO ACHIEVE YOUR INTENDED PURPOSES, FOR THE PROPER INSTALLATION AND USE OF THE PAYROLL SERVICE AND FOR VERIFYING THE RESULTS OBTAINED FROM USE OF THE PAYROLL SERVICE. IN ADDITION TO THE OTHER DISCLAIMERS IN THIS AGREEMENT, INTUIT AND ITS SUPPLIERS DISCLAIM ANY WARRANTY THAT THE PAYROLL SERVICE WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION OF THE PAYROLL SERVICE WILL BE UNINTERRUPTED OR ERROR FREE.

B. QuickBooks Assisted Payroll and Assisted Advantage Payroll Service ("Assisted Payroll"). (Not applicable for Software and Trial versions that do not include access to the QuickBooks Assisted Payroll Service and/or Direct Deposit Option). In order for you to calculate federal and state payroll taxes, you must have (i) registered the Software, (ii) have Internet access, and (iii) subscribe to the applicable Assisted Payroll service. You may subscribe to Assisted Payroll through the Software. From time to time you may need to install updates or upgrades (or allow Intuit to install them electronically) or purchase an upgrade version of the Software to continue using Assisted Payroll. All users in a multi-user environment must be using licensed copies of the same version year of the Software. You are solely responsible and liable for the security of and controlling any access to or use of any forms W-2 viewed and/or saved on your computer. You agree that Intuit is not and shall not be responsible for the accuracy of any forms W-2.

(1) License Grant and Restrictions. Intuit grants you a limited non-exclusive license to use the tax tables, selected payroll tax forms, when and if available, and documentation within the United States, provided that you comply with all of the terms and conditions of this Agreement. You may only use or install updates to Assisted Payroll on the computer(s) used by the individual(s) for whom you have purchased a license to the Software.

(2) Termination and Amendment. Your rights to the Assisted Payroll service subscription may be terminated by Intuit immediately and without notice if you fail to comply with any term or condition of this Agreement. Intuit shall have the right to change or add to the terms or conditions of Assisted Payroll at any time (provided that it is not Intuit's intent that such change substantially affect the license rights granted to you and for which consideration was paid by you), and to change the method of delivering or accessing Assisted Payroll and/or the subscription fee and to change, delete, discontinue or impose conditions on any feature or aspect of the Assisted Payroll service. Assisted Payroll does not include furnishing payroll advice, information regarding local taxes and certain state taxes. Service availability and additional terms and conditions of Assisted Payroll are provided within the QuickBooks Assisted Payroll Services Agreement.

You understand that if you subscribe to the Assisted Payroll and/or Basic, Standard, and/or Enhanced Payroll service and you use the service to process payroll fraudulently, Intuit will share your name and other information we collect with similar payroll processors in an attempt to collect outstanding amounts you owe to Intuit and other payroll processors.

(3) Satisfaction Guarantee. If You are not satisfied with the Assisted Payroll Subscription and (a) You obtained the Subscription directly from Intuit, you may uninstall and delete all copies of the Software and return the Software disks, if applicable, with a dated receipt or packing slip within 60 days from submission of your first payroll for a full refund the purchase price (excludes added employees and other add-on connected services) via U.S. mail to Intuit Inc., Returns Department, PO Box 19004, Greenville, SC 29602-9004 or via UPS to Intuit Inc., Returns Department, 110 Hidden Lake Circle, Duncan, SC 29334; or (b) You obtained the Subscription directly from Intuit via an Internet download, you may delete all copies of the Software and submit a written request to Intuit including your name, contact and product order information to Intuit Inc., Returns Department, PO Box 19004, Greenville, SC 29602-9004 within 60 days from submission of your first payroll for a full refund of the purchase price (excludes added employees and other add-on connected services).

C. Upgrades and Updates. Certain versions of the Payroll Services include automatic future Upgrades (i.e., the most current version of the Software) on a when-and-if available basis. If you are entitled to receive an Upgrade, you may be required to accept different software license terms and conditions.

If your Services subscription expires (for example you cancel or don't renew your subscription) or terminates (for example if Intuit is unable to debit your payment method for the Service), Intuit has the right to withhold the shipment of Upgrades, and even if Intuit ships such Upgrades to you after your subscription has terminated or expired, you are not authorized to install such Upgrades. In addition, you will no longer be entitled to receive updates.

D. Direct Deposit.

(1) Sign Up/Activation. In order for you to access the Direct Deposit service you must (a) have a valid subscription to the Software, and (b) sign up for Direct Deposit. The Direct Deposit service will begin after Intuit receives and processes all the information, including any credit card or bank account information, requested by the sign up form. Processing your information may include submitting your sign up information to third parties such as your bank, credit reporting agencies and/or other agencies Intuit may use to validate your identity and/or credit history. We may also receive and review credit or similar reports on your business and its principals provided by such third parties. Therefore the information you provide Intuit must be accurate and complete or direct deposits may not be made, and we will be unable to perform the Direct Deposit service for you.

(2) Use and Restrictions. You may use Direct Deposit only for direct deposits payments to your employees for payroll purposes or to your vendors (including both 1099 and non-1099 vendors, additional fees may apply) (collectively, the "Payees"). You may fund your direct deposit payments to your Payees ("Payments") by initiating electronic withdrawals within the Software from the demand deposit account of the financial institution you identified on the sign up form ("Your Account"). You may identify other financial institutions in the future to fund the direct deposit payments to your Payees. Under certain circumstances Intuit may use wire draw down requests or other funding methods (collectively "Debits") to fund your direct deposits. Debits will also be initiated to pay fees for the Direct Deposit service and any adjustments to those fees. You will send Payments over the Internet in an online session (a "Transaction"). At the end of your Transaction, we will confirm that we have received it. Your Transaction will not be processed if you do not receive our confirmation before the Transaction is over. However, a confirmation does not mean that your Transaction is error-free, and if errors are detected later we may be unable to complete your Transaction. We will make reasonable efforts to tell you if we cannot complete your Transaction. Transactions taking place after certain processing deadlines may be considered to occur on the next business day.

Special processing fees may apply to some Transactions. We may establish certain security limits on Transactions we process, such as a maximum number or dollar amount of Transactions. We may change these limits from time to time and may choose not to disclose them.

The Direct Deposit service does not include access to the Internet for connecting to the Direct Deposit service, nor does it include furnishing advice of deductions or direct deposit to Payees. Optional special processing requests may be available as part of the Direct Deposit service for an additional charge.

(3) Licensee Responsibilities. You must send us your Transaction prior to the applicable processing lead time stated within the Service or your Transaction may not be processed. Typically, Payments must be submitted at least two business banking days before the due date. Intuit reserves the right to change these applicable processing lead times from time to time, and you should refer to the lead times stated within the Service for the most up to date information. Debits will be charged to Your Account one business banking day before the pay date of the applicable Payment and you must have sufficient funds in Your Account to fulfill your Transaction on that date. After that, no interest or earnings will accrue to you and Intuit will hold the money until the Payments are made. Once your Payments are complete and submitted you may recall and resubmit them until we send them to Automated Clearing House (the "ACH") network. You are solely responsible for verifying that all Payments have been received and are accurate. You must keep any payroll, vendor, tax or other records you need for reference, even though we may have information about the Payments in our files.

(4) Authorization and Agreement for Direct Payments (ACH Debits). You acknowledge and agree that (a) most Transactions will go through the Automated Clearing House (the "ACH"), (b) your Transactions will be governed by the ACH rules, and (c) the origination of ACH transactions to Your Account must comply with the provisions of U.S. law. You must indemnify and defend Intuit against any claims or lawsuits, including attorneys' fees that arise from or result from your Transactions. If Intuit tells you that an account number or other information concerning your Transactions has changed, you must use this corrected information to initiate future Transactions. You authorize Intuit to (i) initiate debit entries to Your Account and to debit the same to such account, and (ii) send Transactions electronically or by any other commercially accepted method to Your Account. You authorize and direct the depository financial institution that holds Your Account to (a) charge each Debit to Your Account and pay that amount to Intuit, and (b) respond to inquiries from Intuit regarding your information and Your Account. This authorization will remain in full force and effect until Intuit has received written notification from you of its termination in such time and in such manner as to afford Intuit and the depository financial institution that holds Your Account a reasonable opportunity to act on it.

(5) Representations and Warranties. You represent and warrant to Intuit that (a) each person or entity to whom you send Payments has authorized the Payments and any necessary adjustments to be applied to his, her or its account, (b) at the time any Payment is made you have no actual knowledge that the authorization has been revoked or terminated, (c) your Payments comply with the laws that apply to them, (d) that you have authorization to make withdrawals to Your Account and (e) that all the information you provided to enter into the Agreement is true and correct.

(6) Password Security. You create or ask Intuit to issue a user ID and/or password to initiate Transactions. You are the only person authorized to use your user ID and/or password and for maintaining the confidentiality of your user ID and/or password. You shall not permit or allow other persons to have access to or use your user ID and/or password, except if you choose to share your user ID and/or password with your agents. You are responsible for the use of the Software and Direct Deposit service under your user ID and/or password. You authorize and direct Intuit and all impacted financial institutions to carry out all Transactions initiated with your user ID and/or password. If your password is compromised, you must change your password and notify Intuit immediately to prevent unauthorized use of your account.

(7) Your Account. Intuit may refuse to process your Transaction if it reasonably believes that Your Account balance is insufficient to cover the dollar amount of the Transaction or for any other reason Intuit deems reasonable. If any amount debited against you is dishonored or returned for any reason, such as, but not limited to, non-sufficient funds, account closed, inability to locate account, or reversal by you and/or your bank, Intuit may; (a) reverse any corresponding credit issued to Intuit, you, your Payees or any other party without liability to you or any other party, (b) reverse direct deposit transactions, (c) refuse to perform further Services, (d) apply any money currently held by Intuit to any amount owed to Intuit by you, (e) charge you a one-time insufficient funds penalty fee, (f) report this information to any and all credit agencies and/or financial institutions and/or (g) immediately terminate this Agreement. Intuit may assess and collect interest on any amounts owing and unpaid ten (10) days after demand. If further collection attempts are required, all Intuit's collections costs, including any costs associated with termination of this Agreement and including but not limited to, attorney fees, where permitted by law, will be charged to you. This section shall, to the extent applicable, survive the termination of this Agreement.

(8) General. If applicable, any sales, use or other taxes payable on the Direct Deposit service that we must pay will be collected in the same way your fees are paid. Intuit may review your use of the Direct Deposit service, your credit status or other factors periodically, including submitting your information to third parties such as your bank, credit reporting agencies and/or other agencies used to validate your identity and/or credit history, and/or reviewing credit or similar reports on your business and its principals provided by these third parties. Intuit may terminate your participation in the Direct Deposit service after such a review. If you (a) default in the payment of any sum of money hereunder, (b) default in the performance of any other obligations under this Agreement, or (c) commit an act of Bankruptcy or become the subject of any proceeding under the Bankruptcy Act or become insolvent, or if any substantial portion of your property becomes subject to levy, seizure, assignment, application for sale for or by any creditor or governmental agency, then, in any such event, Intuit, at its option, may, upon written notice thereof, (i) terminate the Agreement, (ii) declare all amounts due and to become immediately due and payable and/or (iii) require you to deposit an amount equal to its average future monthly or annual processing charges to prepay for any future processing.

(9) Termination. Your access to and use of the Direct Deposit service may be terminated by Intuit in accordance with the termination provisions in Sections A11 and B.9.A.(3) of the Agreement. You may terminate your use of the Direct Deposit service by notifying us that you no longer wish to use the Direct Deposit service. Access to the Direct Deposit service will remain in effect until we have a reasonable opportunity to act on the notice. If you terminate the Direct Deposit service, no fees you have paid will be refunded, if applicable.

E. QuickBooks Employee Organizer. (Not applicable for Software and Trial versions that do not include access to the QuickBooks Employee Organizer). In order for you to access the Employee Organizer, you must (a) have registered the Software, (b) have Internet access, and (c) purchased a subscription to the QuickBooks Employee Organizer ("Employee Organizer") separately. The information you provide must be accurate and complete.

Your initial purchase of the Employee Organizer includes a one-year subscription to the Employee Organizer Employment Regulations Update Service including the "Ask An Employment Question" e-mail inquiry service provided through CCH Incorporated ("Regulations Guide"). When you purchase the Employee Organizer and provide payment information, your Card or bank account (if Intuit accepts this form of payment for the Employee Organizer and/or the Regulations Guide) will be debited and will be automatically re-debited at the beginning of each subsequent one-year term subscription to the Regulations Guide at the then current subscription rate to maintain the Regulations Guide unless you notify us to cancel the Regulations Guide prior to the beginning of the new one-year term. If you cancel your subscription to the Regulations Guide you bear all risk for any inaccuracies, liability or penalties resulting from your use of any outdated information.

1. License Grant and Restrictions. If and when you (i) purchase the Employee Organizer and (ii) pay the appropriate subscription fee annually, Intuit grants you a limited non-exclusive license to use Regulations Guide within the United States, provided that you comply with all of the terms and conditions of this Agreement. You may not use the Regulations Guide except with the Software. You may only use or install updates to the Regulations Guide on the computer(s) used by individual(s) for whom you have purchased a license to the Software.

2. Termination and Amendment. Your rights to the Regulations Guide subscription may be terminated by Intuit immediately and without notice if you fail to comply with any term or condition of this Agreement or if Intuit is unable to debit your Card or your bank account (if Intuit accepts this form of payment for the Employee Organizer and/or the Regulations Guide) in accordance with this Agreement.

Intuit shall have the right to change or add to the terms or conditions of this Agreement (provided that it is not Intuit's intent that such change substantially affect the license rights granted to you and for which consideration was paid by you), relating to the Employee Organizer, the Regulations Guide, the method of delivering or accessing the Regulations Guide, and the fees for the Employee Organizer and/or the Regulations Guide at any time and to change, delete, discontinue or impose conditions on any feature of aspect of the Employee Organizer and Regulations Guide. In this event you will receive notice of such change, typically via email or on www.quickbooks.com or such other site designated by Intuit. The Regulations Guide does not include access to the Internet, nor does it include furnishing of legal advice. The Employee Organizer and the Regulations Guide operate only with a compatible version of the Software; so from time to time you may need to install updates or upgrades (or allow Intuit to install them electronically) or purchase an upgrade version of the Software to continue using the service. All users in a multi-user environment must be using licensed copies of the same version of the Software. Your use of the Employee Organizer and/or the Regulations Guide indicates that you have read this Agreement and agree to its terms.

10. THIRD PARTY NOTICES.

(i) Adobe. The Software contains Adobe Flash Player software by Adobe® Flash® Player software by Adobe Systems Incorporated, Copyright © 1995-2009 Adobe Macromedia Software LLC. All rights reserved. Adobe and Flash are trademarks of Adobe Systems Incorporated. Adobe software products are subject to the Adobe End User License Agreement found here: http://www.adobe.com/products/eulas/pdfs/Reader_Player_AIR_WWEULA-Combined-20080204_1313.pdf

(ii) PCI. Intuit is part of the PCI Security Standards Council, LLC (PCI SSC) Payment Application Data Security Standard Program. Acceptance of a given payment application by the (PCI SSC) only applies to the specific version of that payment application that was reviewed by a PA-QSA and subsequently accepted by PCI SSC (the "Accepted Version"). If any aspect of a payment application or version thereof is different from that which was reviewed by the PA-QSA and accepted by PCI SSC - even if the different payment application or version (the "Alternate Version") conforms to the basic product description of the Accepted Version - then the Alternate Version should not be considered accepted by PCI SSC, nor promoted as accepted by PCI SSC.

No vendor or other third party may refer to a payment application as "PCI Approved" or "PCI SSC Approved", and no vendor or other third party may otherwise state or imply that PCI SSC has, in whole or part, accepted or approved any aspect of a vendor or its services or payment applications, except to the extent and subject to the terms and restrictions expressly set forth in a written agreement with PCI SSC, or in a PA-DSS letter of acceptance provided by PCI SSC. All other references to PCI SSC's approval or acceptance of a payment application or version thereof are strictly and actively prohibited by PCI SSC.

When granted, PCI SSC acceptance is provided to ensure certain security and operational characteristics important to the achievement of PCI SSC's goals, but such acceptance does not under any circumstances include or imply any endorsement or warranty regarding the payment application vendor or the functionality, quality, or performance of the payment application or any other product or service. PCI SSC does not warrant any products or services provided by third parties. PCI SSC acceptance does not, under any circumstances, include or imply any product warranties from PCI SSC, including, without limitation, any implied warranties of merchantability, fitness for purpose or non-infringement, all of which are expressly disclaimed by PCI SSC. All rights and remedies regarding products and services that have received acceptance from PCI SSC, shall be provided by the party providing such products or services, and not by PCI SSC or any payment brands.

(iii) QlikTech Terms. If you are a QuickBooks Enterprise Solutions customer, and subscribe to the Advanced Reports Service, sold separately, the following terms apply:

  • User acknowledges that the Software contains or incorporates proprietary software owned by QlikTech and its affiliates ("QlikView Products"). User is expressly prohibited from using the QlikView Products in any way other than integrated with the data structures of the OEM Product. User has no license or any other right to the QlikView Products, and may under no circumstances whatsoever use the QlikView Products independently or separated from the OEM Product. QlikTech and its affiliates are third party beneficiaries of this Agreement and may enforce the applicable terms and conditions of this Agreement.
  • User may only use the QlikView Products for its own internal purposes in accordance with the terms of this Agreement. User shall not, directly or indirectly: (i) sell, rent, sublicense, publish, display, loan, distribute or lease the QlikView Products; (ii) transfer to any other person or entity any of its rights to use the QlikView Products except as expressly permitted hereunder; (iii) reverse engineer, decompile, disassemble, modify, translate, make any attempt to discover the source code of the QlikView Products or underlying ideas or algorithms of the QlikView Products or any software contained therein, or create derivative works from the QlikView Products unless explicitly permitted by applicable and mandatory law; (iii) remove, delete or modify any copyright notices or any other proprietary notices or legends on, in or from the QlikView Products; or (iv) use the QlikView Products in any manner not authorized by this Agreement.
  • QlikTech and its affiliates, or their respective suppliers or licensors where applicable, own and retain all right, title and interest in and to the QlikView Products, and their respective patents, trademarks (registered or unregistered), trade names, service marks, logos, designs, copyrights, trade secrets and confidential information. User does not acquire any right, title or interest in or to the QlikView Products or any intellectual proprietary rights contained therein.
  • User agrees to (i) comply with all applicable local, state, national and foreign laws and regulations in connection with User's use of the QlikView Products, including those related to data privacy, copyright, export control and the transmission of technical or personal data; and (ii) use reasonable security precautions for providing access to the QlikView Products by its employees or other individuals to whom User provides access and to prevent unauthorized access to use of the QlikView Products. User is fully responsible for all data it introduces into the QlikView Products, including but not limited to adequate protection and backup, and none of Intuit, QlikTech or their respective affiliates shall have any obligation or liability with respect thereto.
  • Individual software components, each of which has its own copyright and its own applicable license conditions ("Qlikview Third Party Software") may be distributed, embedded, or bundled with the QlikView Products. Such Third Party Software is separately licensed by its copyright holder. Use of the Third Party Software must be in accordance with its license tetms available at www.qlikview.com/us/info/software. No representations, warranties or other commitments of any kind are made regarding such Third Party Software.
  • Your rights to access/use the Qlikview Products shall be immediately terminated upon your breach of any of the terms of this Section B.10. (iii).

© 2013 Intuit Inc. All rights reserved.
Intuit Inc.
P. O. Box 7850
Mountain View, CA 94039-7850
Date: As of July 2013

2013 Software License Agreement for QuickBooks® Software and Intuit Payroll Services

INTUIT SOFTWARE END USER LICENSE AGREEMENT

A. INTUIT GENERAL END USER LICENSE AGREEMENT. Thank you for selecting the Software offered by Intuit Inc. or its Affiliates (referred to as "Intuit," "we," "our," or "us"). Please review these license terms ("Agreement") thoroughly. This Agreement is a legal agreement between you and Intuit. By clicking "I AGREE," indicating acceptance electronically, accessing or using the Software, you agree to these terms. If you do not agree to this Agreement, then do not indicate acceptance of the Agreement and do not use the Software.

1. AGREEMENT

1.1 This Agreement describes the terms governing your use of the Intuit Software including content, updates and new releases (collectively, the "Software") and gives you certain rights and responsibilities depending on the software license you selected, purchased or subscribed to, as more fully described herein. The Agreement includes by reference:

  • Intuit's Privacy Statement available on the website or provided to you in writing for the Software you selected;
  • Additional Terms and Conditions for the Software that you have selected, including any licenses, terms of service or other terms of use from third parties offered in connection with the Software; and
  • Any terms provided separately to you for the Software, including for example, web or email product or program terms, ordering, activation, pricing and payment terms, where applicable.

1.2 An "Affiliate" means all Intuit companies and subsidiaries that directly or indirectly, control or are controlled by Intuit, or are under the common control with Intuit. As used in this Agreement, control means equity ownership of fifty percent (50%) or greater interest in the voting shares held by an entity.

2. LICENSE GRANT AND RESTRICTIONS

2.1 The Software is protected by copyright, trade secret, and other intellectual property laws. You are only granted certain limited rights to install and use the Software, and Intuit reserves all other rights in the Software not granted to you in writing herein. As long as you meet any applicable payment obligations and comply with this Agreement, Intuit grants you a personal, limited, nonexclusive, nontransferable, revocable license to use the Software only for the period of use provided in the ordering and activation terms, as set forth in this Agreement, or in accordance with Intuit's then-current product discontinuation policies, as updated from time to time, and only for the purposes described by Intuit for the Software.

2.2 You acknowledge and agree that the Software is licensed, not sold. You agree not to use the Software in a manner that violates any applicable law, regulation or this Agreement. For example, unless authorized by Intuit in writing, you agree you will not:

  • Provide access to or give the Software or any part of the Software to any third party;
  • Reproduce, duplicate, copy, deconstruct, reverse-engineer, sell, trade or resell the Software;
  • Transfer your license to the Software to any other party without express written permission from Intuit;
  • Attempt unauthorized access to any other Intuit systems that are not part of the Software;
  • Permit any third party to benefit from the use or functionality of the Software via a rental, lease, timesharing, service bureau, hosting service, or other arrangement; or
  • Upload, host, use or access the Software via a timesharing, service bureau, virtualization, application hosting or other remote access arrangement.

If you violate any of these terms, this Agreement and your license to use the Software may be terminated by Intuit in its sole discretion.

3. PAYMENT. For Software licensed on a payment or subscription basis, the following terms apply, unless Intuit notifies you otherwise in writing. This Agreement also incorporates by reference and includes program ordering and payment terms provided to you for the Software:

  • Payments will be billed to you in U.S. dollars, and your account will be debited when you subscribe and provide your payment information, unless stated otherwise in the program ordering or payment terms on the website for the Software.
  • You must pay with one of the following:
    • A valid credit card acceptable to Intuit;
    • A valid debit card acceptable to Intuit;
    • Sufficient funds in a checking or savings account to cover an electronic debit of the payment due; or
    • By another payment option Intuit provides to you in writing.
  • If your payment and registration information is not accurate, current and complete, and you do not notify us promptly when such information changes, we may immediately suspend or terminate your account, terminate your license and refuse any further use of the Software.
  • Intuit will automatically renew your monthly, quarterly, or annual subscription at the then-current rates, as required for you to maintain access to the Software, unless your license to the Software is cancelled or terminated under this Agreement.
  • Additional cancellation or renewal terms may be provided to you on the website for the Software.

4. TRIAL VERSIONS AND BETA FEATURES. If you registered for a trial use of the Software ("Trial Period"), you must decide to purchase a Software license within the Trial Period in order to retain any Content (defined in Section 6) that you have entered into the Software, created within the Software data file, posted or uploaded during the Trial Period. If you do not purchase a Software license by the end of the Trial Period, your Content will no longer be available to you. To be very clear, after using the Software during the trial period, if you decide not to purchase the license to the full version of the Software, you will not be able to access or retrieve any of the data you added or created with the software during the trial.

5. YOUR PRIVACY AND PERSONAL INFORMATION. You can view Intuit's Privacy Statement on the Intuit website, or via a link on the website for the Software you have selected. You agree to be bound by the applicable Intuit Privacy Statement, subject to change in accordance with its terms. Most importantly, you agree:

  • To Intuit maintaining your data according to the Intuit Privacy Statement, as part of the Software.
  • To give Intuit permission to aggregate your non-personally identifiable data which you enter or upload with that of other users of the Software. By way of example, this means that Intuit may use that aggregated data to improve services, design promotions, or provide ways for you to compare business practices with other users.
  • Intuit is a global company and may access or store personal information in multiple countries, including countries outside of the European Union that may be deemed to have inadequate protections by European Union Data Protection Authorities. When you agree to this Agreement, you agree to this practice.

6. CONTENT

6.1 You are responsible for your content. You are legally responsible for all information, data, text, software, music, sound, photographs, graphics, video, messages or other materials ("Content") uploaded, posted or stored through your use of the Software. You grant Intuit a worldwide, royalty-free, non-exclusive license to host and use any Content provided through your use of the Software. You agree not to use the Software for any illegal purpose or in violation of any applicable local, state, federal or international law. You are encouraged to archive your Content regularly and frequently. You are responsible for any Content that may be lost or unrecoverable through your use of the Software. You agree that you will not use the Software to share, store, or in any way distribute financial data that is not in accordance with the law. Any users suspected of having information which involves fraud, embezzlement, money laundering, insider trading, support for terrorism, or any other activity proscribed by law may have their accounts terminated, their financial data erased, and they also may be reported to law enforcement officials in the appropriate jurisdictions. Intuit is not responsible for the Content or data you provide through your use of the Software.
You agree not to use the Software to upload, post, distribute, link to, publish, reproduce, engage in or transmit any of the following, including but not limited to:

  • Illegal, fraudulent, libelous, defamatory, obscene, pornographic, profane, threatening, abusive, hateful, harassing, offensive, inappropriate or objectionable information or communications of any kind, including without limitation conduct that would encourage or constitute an attack or "flaming" others, or criminal or civil liability under any local, state, federal or foreign law;
  • Content or data that would impersonate someone else or falsely represent your identity or qualifications, or that constitutes a breach of any individual's privacy, including posting images about children or any third party without their consent (or a parent's consent in the case of a minor);
  • Except as otherwise permitted by Intuit in writing, advertisements, solicitations, investment opportunities, chain letters, pyramid schemes, other unsolicited commercial communication or engage in spamming or flooding;
  • Virus, trojan horse, worm or other disruptive or harmful software or data; and
  • Any information, software or Content which is not legally yours and may be protected by copyright or other proprietary right, or derivative works, without permission from the copyright owner or intellectual property rights owner.

6.2 Community forums. The Software may include access to a community forum to exchange information with other users of the Software and the public. Please use respect when you interact with other users. Intuit does not support and is not responsible for the accuracy of others' content in these community forums. Do not reveal information in the community forum that you do not want to make public. Users may post hypertext links to content hosted and maintained by third parties for which Intuit is not responsible.

Intuit may, but has no obligation to, monitor Content provided on the community forum. We may disclose any information necessary or appropriate to satisfy our legal obligations, protect Intuit or its customers, or operate the Software properly. Intuit, in its sole discretion, may refuse to post, remove, or refuse to remove, any Content, in whole or in part, alleged to be unacceptable, undesirable, inappropriate, or in violation of this Agreement.

6.3 Intuit may freely use feedback you provide. You agree that Intuit may use your feedback, suggestions, or ideas in any way, including in future modifications of the Software, other products or services, advertising or marketing materials. You grant Intuit a perpetual, worldwide, fully transferable, sublicensable, irrevocable, fully paid-up, royalty free license to use the feedback you provide to Intuit in any way. Intuit will not sell, publish or share your feedback in a way that could identify you without your explicit permission.

7. ADDITIONAL TERMS YOU AGREE TO

7.1 Intuit does not give professional advice. Intuit is not in the business of providing legal, financial, accounting, health care, real estate or other professional services or advice. Consult the services of a competent professional when you need this type of assistance.

7.2 We may tell you about other Intuit services. You may be offered other services, features, products, applications, online communities, or promotions provided by Intuit ("Intuit Services"). If you decide to use any of these Intuit Product or Services, additional terms and conditions and separate fees may apply. You acknowledge that in accessing some Intuit Services you may upload or enter data such as names, addresses and phone numbers, purchases, and other data to the Internet. You grant Intuit permission to use information you provide and about your experience so that we can provide the Intuit Services to you, monitor and analyze your use of the services, maintain and update your data, and address errors or service interruptions. We may use this data to improve services, enhance future services, identify potentially relevant offers, and produce anonymous research data. You grant Intuit permission to combine the data you have entered or uploaded with that of others in a way that does not identify you or any individual personally. You also grant Intuit permission to share or publish summary results relating to such research data and to distribute or license such data to third parties.

7.3 We may tell you about third party products or services. Subject to the Intuit Privacy Statement, Intuit may offer products and services on behalf of third parties who are not affiliated with Intuit ("Third Party Products") or the Software may contain links to third party websites ("Third Party Sites").You agree that Intuit can use your contact information, including name and address, for the purpose of offering these products to you in accordance with your stated Intuit contact preferences. If you decide to use any Third Party Products or access any Third Party Sites, you are responsible for reviewing the third party's separate product terms, website terms and privacy policies. You agree that the third parties, and not Intuit, are responsible for their product's performance and the content on their websites. Intuit is not affiliated with these Third Party Products or Third Party Sites and has no liability for them.

7.4 Communications choices. Intuit may be required by law to send you communications about the Software or Third Party Products. You agree that Intuit may send these communications to you via email or by posting them on one of our sponsored websites. We may also send business communications such as confirmations or notices, which will be delivered to you via email or posted on our websites. You are required to receive these communications. You can choose not to receive some types of communication, such as marketing messages.

7.5 You will track your passwords and accept updates. You are responsible for securely managing your password(s) for access to the Software. If you become aware of any unauthorized access to your Software account, theft or loss of your password, you agree to contact Intuit as soon as possible. The Software may periodically be updated with tools, utilities, improvements, third party applications, or general updates to improve and enhance the features and performance of the Software.

8. DISCLAIMER OF WARRANTIES

8.1 YOUR USE OF THE SOFTWARE AND CONTENT ACCESSIBLE THROUGH THE SOFTWARE IS ENTIRELY AT YOUR OWN RISK. EXCEPT AS DESCRIBED IN THIS AGREEMENT, THE SOFTWARE IS PROVIDED "AS IS." TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, INTUIT, ITS AFFILIATES, AND ITS THIRD PARTY SERVICE OR DATA PROVIDERS, LICENSORS, DISTRIBUTORS OR SUPPLIERS (COLLECTIVELY REFERRED TO AS, "SUPPLIERS") DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY THAT THE SOFTWARE IS FIT FOR A PARTICULAR PURPOSE, TITLE, MERCHANTABILITY, DATA LOSS, NON-INTERFERENCE WITH OR NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS, OR THE ACCURACY, RELIABILITY, QUALITY OR CONTENT IN OR LINKED TO THE SOFTWARE. INTUIT AND ITS AFFILIATES AND SUPPLIERS DO NOT WARRANT THAT THE SOFTWARE IS SECURE, FREE FROM BUGS, VIRUSES, INTERRUPTION, ERRORS, THEFT OR DESTRUCTION. FURTHER, INTUIT DOES NOT WARRANT ACCESS TO THE INTERNET OR TO ANY OTHER SERVICE, CONTENT OR DATA TRANSMITTED THROUGH THE SOFTWARE. IF THE EXCLUSIONS FOR IMPLIED WARRANTIES DO NOT APPLY TO YOU, ANY IMPLIED WARRANTIES ARE LIMITED TO 60 DAYS FROM THE DATE OF PURCHASE OR DELIVERY OF THE SERVICES, WHICHEVER IS SOONER.

8.2 INTUIT AND ITS AFFILIATES AND SUPPLIERS DISCLAIM ANY REPRESENTATIONS OR WARRANTIES THAT YOUR USE OF THE SOFTWARE WILL SATISFY OR ENSURE COMPLIANCE WITH ANY LEGAL OBLIGATIONS OR LAWS OR REGULATIONS. THIS DISCLAIMER APPLIES TO BUT IS NOT LIMITED TO THE HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT OF 1996 ("HIPAA"), THE GRAMM-LEACH-BLILEY ACT OF 1999, THE SARBANES-OXLEY ACT OF 2002, OR OTHER FEDERAL OR STATE STATUTES OR REGULATIONS. YOU ARE SOLELY RESPONSIBLE FOR ENSURING THAT YOUR USE OF THE SOFTWARE IS IN ACCORDANCE WITH APPLICABLE LAW.

9. LIMITATION OF LIABILITY AND INDEMNITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE ENTIRE LIABILITY OF INTUIT, AND ITS AFFILIATES AND SUPPLIERS FOR ALL MATTERS OR CLAIMS RELATING TO THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT YOU PAID FOR THE SOFTWARE DURING THE TWELVE (12) MONTHS PRIOR TO SUCH CLAIM. SUBJECT TO APPLICABLE LAW, INTUIT AND ITS AFFILIATES AND 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, SPYWARE, LOSS OF BUSINESS, REVENUE, PROFITS OR INVESTMENT, OR USE OF SOFTWARE OR HARDWARE THAT DOES NOT MEET INTUIT SYSTEMS REQUIREMENTS. THE ABOVE LIMITATIONS APPLY EVEN IF INTUIT AND ITS AFFILIATES AND SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS AGREEMENT SETS FORTH THE ENTIRE LIABILITY OF INTUIT, ITS AFFILIATES AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO THE SOFTWARE AND ITS USE.

You agree to indemnify and hold Intuit and its Affiliates and Suppliers harmless from any and all claims, liability and expenses, including reasonable attorneys' fees and costs, arising out of your use of the Software or breach of this Agreement (collectively referred to as "Claims"). Intuit reserves the right, in its sole discretion and at its own expense, to assume the exclusive defense and control of any Claims. You agree to reasonably cooperate as requested by Intuit in the defense of any Claims.

10. CHANGES TO THIS AGREEMENT OR THE SOFTWARE. We may change this Agreement from time to time, and the changes will be effective when posted on our website for the Software or when we notify you by other means. Please review the Agreement periodically on the website for changes. We have the right to change any of the terms of this Agreement upon reasonable notice to you. We may also change or discontinue the Software, in whole or in part, including but not limited to, any feature or aspect of the Software, Internet based services, pricing, technical support options, and other product-related policies. Your continued use of the Software after Intuit posts or otherwise notifies you of any changes, indicates your agreement to the changes.

11. TERMINATION. Intuit may immediately and without notice terminate this Agreement or suspend or terminate the license to the Software if you fail to comply with these terms or if you no longer agree to receive electronic communications (see Section 7.4). Upon any termination you must immediately stop using and delete or destroy all copies of the Software and any outstanding payments will become due. Any termination of this Agreement shall not affect Intuit's rights to any payments due to it. Intuit may terminate a free account at any time. Other requirements regarding termination or cancellation of your license to the Software may apply based on the specific ordering or activation terms for the Software. Sections 1.2, 5, and 8 through 15 will survive and remain in effect even if the Agreement is terminated, cancelled or rescinded.

12. EXPORT RESTRICTIONS. You acknowledge that this website, the Software, and the underlying software may include U.S. technical data subject to restrictions under export control laws and regulations administered by the United States government. You agree that you will comply with these laws and regulations, and will not export or re-export the Software, or any part of the Software, in violation of these laws and regulations, directly or indirectly. You also agree not to provide access to any part of the Software to anyone who you have reason to know may use the Software in the development of nuclear, chemical, or biological weapons.

13. GOVERNING LAW AND JURISDICTION. California state law governs this Agreement without regard to its conflicts of laws provisions. To resolve any legal dispute arising from this Agreement, you and Intuit agree to the exclusive jurisdiction of state courts in Santa Clara County, California U.S.A. or federal court for the Northern District of California. Intuit does not represent that the Software is appropriate or available for use in all countries. Intuit 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.

14. LANGUAGE. Any translation of this Agreement is done for local requirements and in the event of a dispute between the English and any non-English version, the English version of this Agreement shall govern. 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.

15. GENERAL. This Agreement is the entire agreement between you and Intuit and replaces all prior understandings, communications and agreements, oral or written, regarding its subject matter. This Agreement may be modified only by a written amendment signed by the parties or as provided in this Agreement in Section 10 above. If any court of law, having the jurisdiction, rules that any part of this Agreement is invalid, that section will be removed without affecting the remainder of the Agreement. The remaining terms will be valid and enforceable. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. You cannot assign or transfer ownership of this Agreement to anyone without the prior written approval of Intuit. However, Intuit may assign or transfer it without your consent to (a) an Affiliate, (b) another company through a sale of assets by Intuit or (c) a successor by merger. Any assignment in violation of this Section shall be void. If you want to request a transfer of this Agreement or if your company is acquired by or merged into another company, contact Intuit via an email to: transfer_license@intuit.com.

March 2011

B. ADDITIONAL TERMS AND CONDITIONS FOR THE SOFTWARE

Your license to use the Software provided by Intuit is subject to the General End User License Agreement terms above and the Additional Terms and Conditions which govern your use of the Software indicated below. These Additional Terms and Conditions shall prevail over any conflict or inconsistency with the General End User License Agreement terms above.

INTUIT QUICKBOOKS SOFTWARE ("Software").

USE LIMITATIONS. IMPORTANT NOTICE. IF YOU ARE USING THE INTUIT QUICKBOOKS SOFTWARE, ADD-ON PRODUCTS OR RELATED SERVICES, THE FOLLOWING TERMS APPLY TO YOU IN ADDITION TO THE GENERAL END USER LICENSE AGREEMENT TERMS ABOVE. Capitalized terms not otherwise defined below have the meanings provided in the General End User License Agreement.

Your use of the Software, Add-On Products and related Services provided by Intuit are subject to the General Terms above and including these Additional Terms and Conditions which govern your use of the Software, Add-on Products and related Services indicated below. These Additional Terms and Conditions shall prevail over any conflict or inconsistency with the General Terms above.

1. LICENSE GRANT AND RESTRICTIONS. Intuit Inc. ("Intuit", "us", "we", "our") grants you ("you" and "your" means you or the legal entity identified in the registration process that you are authorized to represent and on whose behalf the Software is licensed) the following rights provided that you comply with all of the terms and conditions of this Agreement. (i) Single User License and Single User Add On Pack Purchasers. You may: (a) install the Software on one computer for access and use by only one specific person; and (b) install the Software on one additional computer (e.g., a laptop that you own and use in your business or a home computer that you own and use in your business), so long as only the same specific person accesses and uses the Software. If you purchased a valid license for the Software and received an Authentic Intuit CDROM, such CDROM is your backup copy of the Software. If you purchased a valid license and received the Software pre-installed on a new computer or through an electronic download, you may make one backup copy of the Software, but only for the purpose of reinstalling the Software, if needed, on the single computer or additional computer referenced in (a) and (b) above. You are not allowed to make copies of the printed materials accompanying the Software, if any, or print multiple copies of any user documentation.

(ii) Multi User License and Multi User Add On Pack Purchasers. You may: (a) install the Software on the number of computers equal to the number of user licenses you purchased; (b) access and use the Software solely by the number of specific persons corresponding to the number of user licenses you purchased, with no substitution of such users (for example, if you purchased a 3 user license pack and you have 10 employees in your company, the original 3 specific persons who were initially provided with access to and use of the Software, are the only persons licensed to use the Software unless you purchase additional licenses; (c) place a copy of your software data files on a network for access by licensed users; (d) install the Software on 1 additional computer above the number of the license(s) you purchased, solely to accompany your software data file, and not for use of the Software by another user; and (e) for each user license you purchased, make one copy of the printed materials accompanying the Software, if any, or print one copy of any online user documentation solely for use by licensed users. Notwithstanding (b) above, you may replace a specific user if such user leaves and must be replaced with a new employee.

You are not licensed or permitted under this Agreement to do any of the following: (a) modify, adapt, translate, rent or sublicense (including offering the Software to third parties on an applications service provider or time-sharing basis); (b) assign, loan, resell, transfer or distribute the Software, CDROM(s), or related materials or create derivative works based upon the Software or any part thereof; (c) network the Software, except that you may network your company data file as outlined in Section B.1.(ii) above if you have purchased the multi-user license version; and (d) copy the Software in whole or part, except as expressly stated in (i), (ii), or (iii) above, or use trade secret information contained in the Software, to develop software to interface with the Software. You agree not to (and not to permit others to): (i) decompile, disassemble, or otherwise reverse engineer the Software, except as otherwise expressly permitted by applicable law; or (ii) remove, alter or obscure any confidentiality or proprietary rights notices (including copyright notices) of Intuit or its licensors on or within the Software or any copies of the Software. All license transfers are subject to written approval by Intuit and may be subject to a transfer fee determined by Intuit in its sole discretion. If your company is, or substantially all of its assets are, acquired by or merged into another company or sole proprietorship, please contact Intuit at transferlicense@intuit.com regarding transferring your license to the new company.

(iii) Unlock License. If you elect to convert from one version of the Software to another (e.g., from the Trial version to the Single User version, from Pro to Premier, etc.) using the unlock purchase process within the Software, your use of the new unlocked version of the Software must be in accordance with the terms and conditions of this Agreement. Once you have unlocked such version, you may no longer use the original version of the Software on any computer.

(iv) If you purchased a subscription license to the Software, the terms of this Agreement, as supplemented by the terms of the subscription, will govern your use of the Software and provided that the duration of such license will be based on the subscription model you have elected.

(v). Any software that is delivered by electronic transmission (regardless of whether a replacement copy is ordered) shall be deemed delivered on the date that Intuit makes such program available for download.

In addition to the QuickBooks software, the term "Software" includes any other programs, tools, applications, internet-based services, components and any "updates" (for example, Software maintenance, service information, help content, bug fixes, or maintenance releases etc.) of the Software that Intuit provides or makes available to you after the date you obtained your initial copy of the Software. You are entitled to download updates to the Software that Intuit generally makes available to other users of the Software. However, Upgrades (as defined in Section B.6.(3)) to the Software are only made available to subscribers of specified Payroll Services as set forth in Section B.6.(3). Certain Software may be accompanied by, and will be subject to, additional terms and fees may apply.

2. ADDITIONAL TERMS.

A. Timer Program. You may use the Timer program (if available) included with the Software (does not apply to QuickBooks for Mac My Time application), on all computers used in your business and may make the number of copies of the Timer program required for this purpose. QuickBooks for Mac My Time application can be installed on one machine only and will track time for a single user. My Time application does not require installation on the same machine as QuickBooks for Mac. Data can be imported into QuickBooks 2010 for Mac or higher.

B. Data Files Transfer to QuickBooks Online. If available, you may have the option for a limited transfer of data files from select versions of the Software to select versions of QuickBooks Online financial software ("QBO") (see materials accompanying the Software for details). Once the data files are transferred from the Software to QBO, the Terms of Service for QBO shall apply to your use of QBO.

C. Registration; Other Restrictions. The Software includes required registration, so you agree that you must register the Software with Intuit within the amount of time specified by the Software, otherwise you will not be able to continue to use of the Software. You agree to keep your registration information accurate and complete and promptly update your registration data with us as necessary to keep it accurate, current and complete. We protect your registration information according to our privacy policies which can be found by clicking http://smallbusiness.intuit.com/small-business/privacy/index.jsp or the privacy policy link on the Intuit website relating to the Software product you purchased. Enabling others to use your license number(s), product number(s), and validation number(s), if any, is strictly prohibited.

D. Software Updates and Programs. If and when you connect to the Internet and use the Software, Intuit may also include updates in the transmission or install programs you may have requested.

E. Help and Support. Intuit may use a variety of methods (e.g., in-product, Internet, chat, e-mail and phone) to provide technical support and customer service in connection with the Software and Intuit Services. The terms and conditions governing the offering of this support, some of which require the payment of an additional fee, are subject to change as announced by Intuit from time to time. Consult the QuickBooks Support Web site (currently, http://support.quickbooks.intuit.com/support/default.aspx?lid=site_header) for the most up-to-date information relating to this support and any associated charges, as well as updates to the Software. By using QuickBooks support, you authorize Intuit to collect certain company data files in order to provide you with a better customer support experience.

F. QuickBooks Form Designs If you obtain any images from Intuit to be used as forms "backgrounds" in the QuickBooks Forms Customization feature (additional fees apply), you understand and agree that such designs may only be used with your QuickBooks forms. For example, you are authorized to use these images on QuickBooks forms that you print or email. You may also order matching business cards and other promotional print items that Intuit offers. You may also customize QuickBooks forms with these images on behalf of your clients who use QuickBooks. However you may not resell these images nor use them for any other purposes, including use on third party generated materials such as forms, web-based materials, or other custom printed business identity products.

3. ONLINE DATA TRANSFER (not applicable for Software and Trial versions that do not include access to the Online Data Transfer feature).

You may have the option to transfer your data files from the Software to Intuit's online servers (the "Online Data Transfer") in order to facilitate certain interoperability, data integration, and data access between the Software and certain supported ancillary services you may sign up for and use in connection with the Software (the "Ancillary Services"). Separate fees may apply. In order for you to select the Online Data Transfer option, you must (i) have registered select versions of the Software, (ii) have Internet access, and (iii) and may need to be an active subscriber to the Ancillary Services. If you select the Online Data Transfer option, a copy of all or part of your company, data files will be transferred via the Internet to Intuit's servers (the "Transferred Files"); where you grant Intuit the right and license to (i) host and maintain the Transferred Files and (ii) use the Transferred Files to make the Ancillary Services available to you, (iii) reformat and manipulate the Transferred Files as reasonably necessary for the data to function with the Ancillary Services. Your original data files will remain in the Software. If you are signed-up for any Ancillary Services that support Online Data Transfer, you will then have the option to have the Transferred Files sent to any of those supported Ancillary Services (a "Data Transfer"). If you are no longer signed-up for an Ancillary Service, you will no longer be able to process Data Transfers to that Ancillary Service.

If you authorize a Data Transfer for a third party Ancillary Service, you authorize Intuit to provide the Transferred Files to the third party provider of such Ancillary Service in order to provide the Ancillary Service to you. You agree and acknowledge that Intuit has no control over any third party Ancillary Services. Your use of the Ancillary Service may be subject to additional terms and conditions. Intuit does not have any liability whatsoever for any actions or inactions on the part of the Ancillary Services resulting in your inability to use the Online Data Transfer feature or otherwise use the Ancillary Services in connection with the Software.

4. SAVINGS FEATURE.

(i) Relationship with Intuit. You may be presented with the opportunity to browse and buy from a number of featured suppliers and retailers from within QuickBooks. Intuit does not represent or endorse the aggregator, nor any of the participating suppliers or retailers ("Suppliers") of the Savings Feature, nor any of the products or services offered by them. Intuit is not a party to the dealing, contracting and fulfillment of transactions between any individual user and a Supplier providing products or services. The Suppliers listed as part of Savings Feature are not employees or agents of Intuit. Intuit has no control over and does not guarantee the quality, safety or legality of Suppliers' advertised products or services, the truth or accuracy of Supplier listings, or the ability of Suppliers to deliver products or services, or that a Supplier can or will actually complete a purchase, return, exchange or other transaction. Any Supplier information presented as part of the Savings Feature is populated with information from third-party sources, from Suppliers themselves and from other users. Intuit provides this information as a convenience and does not confirm or verify the information. All rights and obligations for the purchase, sale, return or exchange of Suppliers' products or services are solely between the purchasor of the products or services and the Supplier. You and the Supplier must look directly and solely to each other for enforcement and performance of all the rights and obligations arising from the dealings and transactions between yourselves.

(ii) Disputes. Any disputes in connection with products or services provided by Suppliers or payments, returns or exchanges made by you for such products or services remain between you and the Suppliers. You acknowledge that Intuit will not be a party to any such dispute. If you have a dispute with any other user or Supplier, you must address such dispute with the user or Supplier directly. If you have reason to believe a dispute involves a violation of the terms of this Agreement, you may report such violation via the procedure set forth in the Savings Feature but Intuit will not be obligated to take any other action or refrain from taking any other action toward resolving any such dispute.

(iii) Release of Claims. Because Intuit does not and cannot be involved in user-to-user or purchasor-to-retailer dealings or control the behavior of participants using the Savings Feature, if you have a dispute with one or more users or Suppliers, you hereby release Intuit and its affiliates from claims, demands and damages (actual and consequential, direct and indirect) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.

YOU HEREBY WAIVE CALIFORNIA CIVIL CODE §1542 (AND ANY ANALOGOUS LAW IN ANY OTHER APPLICABLE JURISDICTION) WHICH SAYS: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR."

5. SATISFACTION GUARANTEED/LIMITED WARRANTY.

(i) Satisfaction Guarantee. If you are not satisfied with the Software and (a) You purchased the Software from a retail store, you may uninstall and delete all copies of the Software from your computer(s) and return it within 60 days of purchase to the store where you purchased your license with a dated receipt for a full refund. If the store is unable or unwilling to issue a refund or you obtained the Software directly from Intuit, you may uninstall and delete all copies of the Software and return the Software with a dated receipt or packing slip within 60 days of purchase via U.S. mail to Intuit Inc., Returns Department, PO Box 19004, Greenville, SC 29602-9004 or via UPS to Intuit Inc., Returns Department, 110 Hidden Lake Circle, Duncan, SC 29334. (b) You obtained the Software directly from Intuit via an Internet download, you may submit a written request to Intuit including your name, contact and product order information to Intuit Inc., Returns Department, PO Box 19004, Greenville, SC 29602-9004. (c) The Software was pre-installed on your computer when you bought it, or if CDROMs came packaged with your computer at no extra charge, follow the manufacturer's applicable return policy; or (d) You obtained the Software by downloading it on your computer, contact the provider of the download site.

(ii) Limited Warranty. (a) If the CDROM on which the Software is stored is defective, then return the CDROM to Intuit Inc., Returns Department, PO Box 19004, Greenville, SC 29602-9004 within 60 days of shipment (or in the case of a retail purchase, within 60 days of purchase) with a dated receipt or packing slip, and a replacement CDROM will be mailed to you; (b) If more than 60 days has elapsed from the purchase date and the CDROM is defective and you would like a replacement while that version is still commercially available, you may obtain a replacement by sending your defective CDROM and a check for the applicable amount published by Intuit (additional fees may apply per replacement), plus applicable taxes, to Intuit at the address listed above. (For all orders shipped within the U.S., please add all applicable shipping and handling charges, state and local sales tax as well as tax on shipping and handling based on your shipping address); (c) If the Software was pre-installed on your computer when you bought it, or if CDROMs came packaged with your computer at no extra charge, and the Software is defective or was installed improperly, you may obtain replacement CDROMs from the company that manufactured your computer, at its option, by sending your request stating the nature of the problem, plus a copy of your dated receipt for the computer on which the Software was installed, to the manufacturer of the computer; or (d) If you obtained the Software by downloading it on your computer and the Software installed improperly, contact the provider of the download site.

6. TERMINATION.

The Intuit Software is subject to Intuit's discontinuation policy and Intuit reserves the right to discontinue all support for the Intuit Software, and/or for any features, online or other services or content accessible through the Intuit Software in accordance with its current discontinuation policy. If the Intuit Software offers services that require a connection to an Intuit server (including Internet-based services), such as downloading financial data from a participating bank, credit union, credit card, brokerage, mutual fund accounts, online bill paying, and downloading stock/fund quotes and news, such services may expire in accordance with Intuit's current discontinuation policy.

Intuit's current discontinuation policy is to provide support for the Intuit Software and for online and other services or content accessible through the Intuit Software for the most current version of the Intuit Software plus the prior two years' versions. More information about the discontinuation policy relating to the Intuit Software is available at http://support.quickbooks.intuit.com/support/DiscontinuationPlan.aspx.

7. HEALTH INFORMATION AND PRIVACY. If you intend to use the Software, related services and content in conjunction with the medical or health information of particular individuals, you acknowledge and agree that the Software, related services and content are not "HIPAA-ready" or "HIPAA-compliant" and will not assist with or ensure compliance with HIPAA, and that you are solely responsible for using the Software, related services and content in a manner consistent with all applicable federal and state privacy laws relating to medical or health information.

8. TERMS FOR PAYROLL PRODUCTS AND SERVICES.

A. QuickBooks Payroll Subscription Services (together the "Payroll Services")

(1) QuickBooks Basic Payroll, Standard Payroll, Enhanced Payroll, Enhanced Payroll for Accountants, and Enhanced Payroll Plus ("Basic", "Standard or Enhanced Payroll"). (Not applicable for Software and Trial versions that do not include access to the applicable Basic, Standard or Enhanced Payroll Service.) In order for you to calculate federal and state payroll taxes, you must (i) have registered the Software, (ii) have Internet access, and (iii) subscribe to the applicable Basic, Standard or Enhanced Payroll service. You may subscribe to the applicable Basic, Standard or Enhanced Payroll through the Software by clicking on the appropriate Employee menu item from within the Software. The applicable Basic, Standard or Enhanced Payroll service will begin after we receive and process all the information requested, including your credit card or bank account information. You must have a valid credit card or a valid debit card with a Visa or MasterCard logo ("Card") or sufficient funds in a U.S. checking or savings account to cover an electronic debit of the subscription fee to obtain the applicable Basic, Standard or Enhanced Payroll, except as described below. The information you provide must be accurate and complete. When you subscribe and provide payment information, your Card or bank account will be debited and will be automatically re-debited at the beginning of each applicable monthly or one-year subscription term of the Basic, Standard or Enhanced Payroll ("Renewal Term") at the then current subscription rate to maintain the Basic, Standard or Enhanced Payroll service. You may notify us to cancel the Basic, Standard or Enhanced Payroll service prior to the beginning of each Renewal Term. If, during a Renewal Term, the Basic, Standard or Enhanced Payroll service for your version of the Software is discontinued by us, Intuit shall refund to you the prorated amount of the subscription fee for the period of time you were unable to use the Basic, Standard or Enhanced Payroll.

Basic, Standard and Enhanced Payroll purchased at retail will begin after you activate Basic, Standard or Enhanced Payroll, which activation must be no later than ninety (90) days from purchase or the date marked on the outside of your QuickBooks Payroll box, whichever is earlier.

For each registered copy of the Software, you must purchase a separate subscription for Basic, Standard or Enhanced Payroll. For the purposes of Basic, Standard or Enhanced Payroll subscriptions, QuickBooks Pro, QuickBooks Premier Multi-user pack, or an Enterprise Solutions Business Management Software user pack is considered a single registered copy of the Software. If you are using one of the aforementioned versions of the Software, you will need only one subscription to the applicable Basic, Standard or Enhanced Payroll service.

If you purchased a subscription to Basic or Enhanced Payroll under the pricing option which charges a per employee fee at the end of each month, you are required to connect to Basic or Enhanced Payroll at least once every 30 days to allow Intuit to send your payroll data to the Intuit Online Servers for purposes of calculating your per employee fee.

We strongly recommend you connect to Basic, Standard or Enhanced Payroll to validate your subscription and receive the most current payroll tax updates at least once every 45 days. Failure to update within 45 days may result in inaccurate withholding from payroll and you hereby assume any and all liability resulting from any inaccurate withholding resulting from a failure to update. Also, as a safety measure, and due to the changes in payroll tax rates, if your subscription to the Basic, Standard or Enhanced Payroll Service expires, you will be unable to continue to process payroll using tax tables or tax forms in QuickBooks. In the event this occurs, connect with Basic, Standard or Enhanced Payroll, bring your subscription account current if necessary, get the latest payroll updates, and you will again be able to process payroll.

(2) License Grant and Restrictions. If and when you subscribe to Basic, Standard or Enhanced Payroll and pay the applicable subscription fee, Intuit grants you a limited non-exclusive license to use the tax tables, selected payroll tax forms (for Standard and Enhanced Payroll only), when available, and documentation ("Payroll Updates") within the United States, provided that you comply with all of the terms and conditions of this Agreement. You may not use the Payroll Updates except with the Software. You may only use or install updates to Basic, Standard or Enhanced Payroll on the computer(s) used by individual(s) for whom you have purchased a license to the Software. You may not process payroll for any other person, company or legal entity without a valid subscription to the Enhanced Payroll for Accountants payroll service.

Certain Basic, Standard or Enhanced Payroll services may have restrictions on the number of employees for whom payroll can be processed. When you purchase an employee-limited service, the service will allow you to process payroll for up to a certain number of employees. If you wish to process payroll for more employees, you may be required to choose a higher level of service or pay an additional fee. If you wish to process payroll for fewer employees, you must choose a lower level of service. "Employees" refers to all employees paid on the computer(s) used by the individual(s) for whom you have purchased a license to the Software. We may collect and make use of information about how many employees you pay and may suggest the right level of payroll service for you based on that information.

(3) Termination and Amendment. Your rights to the Basic, Standard or Enhanced Payroll subscription may be terminated by Intuit immediately and without notice if you fail to comply with any term or condition of this Agreement or if Intuit is unable to debit your Card in accordance with this Agreement. Intuit shall have the right to change or add to the terms or conditions of the Basic, Standard or Enhanced Payroll service at any time (provided that it is not Intuit's intent that such change substantially affect the license rights granted to you and for which consideration was paid by you), and to change the method of delivering or accessing the Basic, Standard or Enhanced Payroll service and/or the subscription fee, and to change, delete, discontinue or impose conditions on any feature or aspect of the Basic, Standard or Enhanced Payroll service. In this event you will receive notice of such change, typically via email or on www.quickbooks.com. For the latest version of the terms or conditions of the Basic, Standard or Enhanced Payroll service, go to www.payroll.com, or such other site designated by Intuit. The Payroll Service does not include access to the Internet for connecting to Basic, Standard or Enhanced Payroll, nor does it include furnishing advice of deductions. Basic, Standard or Enhanced Payroll does not include information regarding selected local and state taxes. Basic, Standard or Enhanced Payroll operates only with a compatible version of the Software; so from time to time you may need to install updates or upgrades (or allow Intuit to install them electronically) or purchase an upgrade version of the Software to continue using Basic, Standard or Enhanced Payroll. All users in a multi-user environment must be using valid licensed copies of the same version year of the Software.

(4) Electronic Filing and Payment of Payroll Tax for Enhanced Payroll. You must have a supported version of QuickBooks and a current subscription to Enhanced Payroll in order to electronically file and pay your payroll taxes ("Transaction") using QuickBooks. If you choose to file and/or pay your Transaction electronically, it will be forwarded to Intuit's Electronic Filing Center where Intuit will convert it to a standardized format and transmit it to the applicable federal and/or state taxing authority (the "Electronic Filing Services"). You are responsible for verifying the status of your Transaction to confirm that it has been received and accepted by the applicable taxing authority, and if necessary, for filing and paying it manually in the event that the taxing authority rejects your Transaction (e.g., incorrect bank account number, invalid pin, duplicate payment). Except to the extent required by applicable law, Intuit has no obligation to store, maintain or provide to you any information you provide to Intuit, and you agree to print and save a copy of your Transaction for your records. By using this system to prepare and submit your Transaction, you consent to the disclosure to the IRS and any other tax or revenue authority of all information pertaining to your use of the Electronic Filing Services. Using the system to prepare and submit your Transaction with state taxing authorities is subject to availability. Some Transactions may go through the Automated Clearing House (the "ACH"), and you agree that your Transactions will be governed by the ACH rules. You warrant to Intuit everything that Intuit must warrant as an ACH Originator, and you accept any liability you or Intuit may incur which is caused by your Transactions. If Intuit tells you that information concerning your Transactions has changed, you must use this corrected information in the future to initiate Transactions.

You authorize Intuit to send Transactions, electronically or by any other commercially accepted method, to the appropriate financial institution or taxing authority. You also authorize and direct the institution which holds your demand deposit account, identified when you sign up, or any other account you identify when using the Enhanced Payroll Service in the future ("Your Account(s)"), to charge each debit to Your Account(s) and pay that amount to the government agency. You authorize Intuit and its agents (if applicable) to enroll you with the appropriate taxing authorities for the purposes of e-filing and e-payment at our discretion. This authorization remains in effect until you notify Intuit that this authorization is revoked.

*Note: You understand that certain features in the payroll tax electronic filing and payment service may be in beta and are not final. As a result, the payroll tax electronic filing and payment service may contain errors, "bugs" and other problems which may result in the failure of your Transaction to be filed or paid with the appropriate taxing authority. You agree that Intuit may contact you in order to assist you with the service and to obtain information needed to determine and fix any error.

(5) Satisfaction Guarantee. If You are not satisfied with the Basic or Enhanced Payroll Subscription and (a) You purchased the Subscription from a retail store, you may uninstall and delete all copies of the Software from your computer(s) and return it within 60 days of purchase to the store where you purchased your license with a dated receipt for a full refund of the purchase price. If the store is unable or unwilling to issue a refund or you obtained the Subscription directly from Intuit, you may uninstall and delete all copies of the Software and return the Software with a dated receipt or packing slip within 60 days of purchase via U.S. mail to Intuit Inc., Returns Department, PO Box 19004, Greenville, SC 29602-9004 or via UPS to Intuit Inc., Returns Department, 110 Hidden Lake Circle, Duncan, SC 29334; or (b) You obtained the Subscription directly from Intuit via an Internet download, you may submit a written request to Intuit including your name, contact and product order information to Intuit Inc., Returns Department, PO Box 19004, Greenville, SC 29602-9004.

(6) Other Services. The use by you of the Payroll Services, including but not limited to, Direct Deposit may be subject to your acceptance of separate agreements in addition to the terms of this Agreement and separate fees may apply. Application forms and information to subscribe to the Direct Deposit services are provided through the Software. You may sign up to use the Direct Deposit option only if you are an active subscriber to the Services.

Active payroll subscribers may have access to additional Intuit offerings during the term of their subscription on a when-and-if available basis. Any additional Intuit offerings provided during the active subscription cease immediately when the active subscription terminates.

YOU ASSUME FULL RESPONSIBILITY FOR THE USE OF THE PAYROLL SERVICES TO ACHIEVE YOUR INTENDED PURPOSES, FOR THE PROPER INSTALLATION AND USE OF THE PAYROLL SERVICE AND FOR VERIFYING THE RESULTS OBTAINED FROM USE OF THE PAYROLL SERVICE. IN ADDITION TO THE OTHER DISCLAIMERS IN THIS AGREEMENT, INTUIT AND ITS SUPPLIERS DISCLAIM ANY WARRANTY THAT THE PAYROLL SERVICE WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION OF THE PAYROLL SERVICE WILL BE UNINTERRUPTED OR ERROR FREE.

B. QuickBooks Assisted Payroll and Assisted Advantage Payroll Service ("Assisted Payroll"). (Not applicable for Software and Trial versions that do not include access to the QuickBooks Assisted Payroll Service and/or Direct Deposit Option). In order for you to calculate federal and state payroll taxes, you must have (i) registered the Software, (ii) have Internet access, and (iii) subscribe to the applicable Assisted Payroll service. You may subscribe to Assisted Payroll through the Software. From time to time you may need to install updates or upgrades (or allow Intuit to install them electronically) or purchase an upgrade version of the Software to continue using Assisted Payroll. All users in a multi-user environment must be using licensed copies of the same version year of the Software. You are solely responsible and liable for the security of and controlling any access to or use of any forms W-2 viewed and/or saved on your computer. You agree that Intuit is not and shall not be responsible for the accuracy of any forms W-2.

(1) License Grant and Restrictions. Intuit grants you a limited non-exclusive license to use the tax tables, selected payroll tax forms, when available, and documentation within the United States, provided that you comply with all of the terms and conditions of this Agreement. You may only use or install updates to Assisted Payroll on the computer(s) used by the individual(s) for whom you have purchased a license to the Software.

(2) Termination and Amendment. Your rights to the Assisted Payroll service subscription may be terminated by Intuit immediately and without notice if you fail to comply with any term or condition of this Agreement. Intuit shall have the right to change or add to the terms or conditions of Assisted Payroll at any time (provided that it is not Intuit's intent that such change substantially affect the license rights granted to you and for which consideration was paid by you), and to change the method of delivering or accessing Assisted Payroll and/or the subscription fee and to change, delete, discontinue or impose conditions on any feature or aspect of the Assisted Payroll service. Assisted Payroll does not include furnishing payroll advice, information regarding local taxes and certain state taxes. Service availability and additional terms and conditions of Assisted Payroll are provided within the QuickBooks Assisted Payroll Services Agreement.

You understand that if you subscribe to the Assisted Payroll and/or Do It Yourself Payroll service and you use the service to process payroll fraudulently, Intuit will share your name and other information we collect with similar payroll processors in an attempt to collect outstanding amounts you owe to Intuit and other payroll processors.

(3) Satisfaction Guarantee. If You are not satisfied with the Assisted Payroll Subscription and (a) You obtained the Subscription directly from Intuit, you may uninstall and delete all copies of the Software and return the Software with a dated receipt or packing slip within 60 days from submission of your first payroll for a full refund of your sign-up fee and transaction fees via U.S. mail to Intuit Inc., Returns Department, PO Box 19004, Greenville, SC 29602-9004 or via UPS to Intuit Inc., Returns Department, 110 Hidden Lake Circle, Duncan, SC 29334; or (b) You obtained the Subscription directly from Intuit via an Internet download, you may submit a written request to Intuit including your name, contact and product order information to Intuit Inc., Returns Department, PO Box 19004, Greenville, SC 29602-9004.

C. Upgrades and Updates. Certain versions of the Payroll Services include automatic future Upgrades (i.e., the most current version of the Software) on a when-and-if available basis. If you are entitled to receive an Upgrade, you may be required to accept different software license terms and conditions.

If your Services subscription expires (for example you cancel or don't renew your subscription) or terminates (for example if Intuit is unable to debit your Card for the Service), Intuit has the right to withhold the shipment of Upgrades, and even if Intuit ships such Upgrades to you after your subscription has terminated or expired, you are not authorized to install such Upgrades. In addition, you will no longer be entitled to receive updates.

D. Direct Deposit.

(1) Sign Up/Activation. In order for you to access the Direct Deposit service you must (a) have a valid subscription to the Software, and (b) sign up for Direct Deposit. The Direct Deposit service will begin after Intuit receives and processes all the information, including any credit card or bank account information, requested by the sign up form. Processing your information may include submitting your sign up information to third parties such as your bank, credit reporting agencies and/or other agencies Intuit may use to validate your identity and/or credit history. We may also receive and review credit or similar reports on your business and its principals provided by such third parties. Therefore the information you provide Intuit must be accurate and complete or direct deposits may not be made, and we will be unable to perform the Direct Deposit service for you.

(2) Use and Restrictions. You may use Direct Deposit only for direct deposits payments to your employees for payroll purposes or to your vendors (including both 1099 and non-1099 vendors) (collectively, the "Payees"). You may fund your direct deposit payments to your Payees ("Payments") by initiating electronic withdrawals within the Software from the demand deposit account of the financial institution you identified on the sign up form ("Your Account"). You may identify other financial institutions in the future to fund the direct deposit payments to your Payees. Under certain circumstances Intuit may use wire draw down requests or other funding methods (collectively "Debits") to fund your direct deposits. Debits will also be initiated to pay fees for the Direct Deposit service and any adjustments to those fees. You will send Payments over the Internet in an online session (a "Transaction"). At the end of your Transaction, we will confirm that we have received it. Your Transaction will not be processed if you do not receive our confirmation before the Transaction is over. However, a confirmation does not mean that your Transaction is error-free, and if errors are detected later we may be unable to complete your Transaction. We will make reasonable efforts to tell you if we cannot complete your Transaction. Transactions taking place after certain processing deadlines may be considered to occur on the next business day.

Special processing fees may apply to some Transactions. We may establish certain security limits on Transactions we process, such as a maximum number or dollar amount of Transactions. We may change these limits from time to time and may choose not to disclose them.

The Direct Deposit service does not include access to the Internet for connecting to the Direct Deposit service, nor does it include furnishing advice of deductions or direct deposit to Payees. Optional special processing requests may be available as part of the Direct Deposit service for an additional charge.

(3) Licensee Responsibilities. You must send us your Transaction prior to the applicable processing lead time stated within the Service or your Transaction may not be processed. Typically, Payments must be submitted at least two business banking days before the due date. Intuit reserves the right to change these applicable processing lead times from time to time, and you should refer to the lead times stated within the Service for the most up to date information. Debits will be charged to Your Account one business banking day before the pay date of the applicable Payment and you must have sufficient funds in Your Account to fulfill your Transaction on that date. After that, no interest or earnings will accrue to you and Intuit will hold the money until the Payments are made. Once your Payments are complete and submitted you may recall and resubmit them until we send them to Automated Clearing House (the "ACH") network. You are solely responsible for verifying that all Payments have been received and are accurate. You must keep any payroll, vendor, tax or other records you need for reference, even though we may have information about the Payments in our files.

(4) Authorization and Agreement for Direct Payments (ACH Debits). You acknowledge and agree that (a) most Transactions will go through the Automated Clearing House (the "ACH"), (b) your Transactions will be governed by the ACH rules, and (c) the origination of ACH transactions to Your Account must comply with the provisions of U.S. law. You must indemnify and defend Intuit against any claims or lawsuits, including attorneys' fees that arise from or result from your Transactions. If Intuit tells you that an account number or other information concerning your Transactions has changed, you must use this corrected information to initiate future Transactions. You authorize Intuit to (i) initiate debit entries to Your Account and to debit the same to such account, and (ii) send Transactions electronically or by any other commercially accepted method to Your Account. You authorize and direct the depository financial institution that holds Your Account to (a) charge each Debit to Your Account and pay that amount to Intuit, and (b) respond to inquiries from Intuit regarding your information and Your Account. This authorization will remain in full force and effect until Intuit has received written notification from you of its termination in such time and in such manner as to afford Intuit and the depository financial institution that holds Your Account a reasonable opportunity to act on it.

(5) Representations and Warranties. You represent and warrant to Intuit that (a) each person or entity to whom you send Payments has authorized the Payments and any necessary adjustments to be applied to his, her or its account, (b) at the time any Payment is made you have no actual knowledge that the authorization has been revoked or terminated, (c) your Payments comply with the laws that apply to them, (d) that you have authorization to make withdrawals to Your Account and (e) that all the information you provided to enter into the Agreement is true and correct.

(6) Password Security. You create or ask Intuit to issue a user ID and/or password to initiate Transactions. You are the only person authorized to use your user ID and/or password and for maintaining the confidentiality of your user ID and/or password. You shall not permit or allow other persons to have access to or use your user ID and/or password, except if you choose to share your user ID and/or password with your agents. You are responsible for the use of the Software and Direct Deposit service under your user ID and/or password. You authorize and direct Intuit and all impacted financial institutions to carry out all Transactions initiated with your user ID and/or password. If your password is compromised, you must change your password and notify Intuit immediately to prevent unauthorized use of your account.

(7) Your Account. Intuit may refuse to process your Transaction if it reasonably believes that Your Account balance is insufficient to cover the dollar amount of the Transaction or for any other reason Intuit deems reasonable. If any amount debited against you is dishonored or returned for any reason, such as, but not limited to, non-sufficient funds, account closed, inability to locate account, or reversal by you and/or your bank, Intuit may; (a) reverse any corresponding credit issued to Intuit, you, your Payees or any other party without liability to you or any other party, (b) reverse direct deposit transactions, (c) refuse to perform further Services, (d) apply any money currently held by Intuit to any amount owed to Intuit by you, (e) charge you a one-time insufficient funds penalty fee, (f) report this information to any and all credit agencies and/or financial institutions and/or (g) immediately terminate this Agreement. Intuit may assess and collect interest at the rate of one and one-half percent (1.5%) per month (18% per annum) on any amounts owing and unpaid ten (10) days after demand. If further collection attempts are required, all Intuit's collections costs, including any costs associated with termination of this Agreement and including but not limited to, attorney fees, where permitted by law, will be charged to you. This section shall, to the extent applicable, survive the termination of this Agreement.

(8) General. Any sales, use or other taxes payable on the Direct Deposit service that we must pay will be collected in the same way your fees are paid. Intuit may review your use of the Direct Deposit service, your credit status or other factors periodically, including submitting your information to third parties such as your bank, credit reporting agencies and/or other agencies used to validate your identity and/or credit history, and/or reviewing credit or similar reports on your business and its principals provided by these third parties. Intuit may terminate your participation in the Direct Deposit service after such a review. If you (a) default in the payment of any sum of money hereunder, (b) default in the performance of any other obligations under this Agreement, or (c) commit an act of Bankruptcy or become the subject of any proceeding under the Bankruptcy Act or become insolvent, or if any substantial portion of your property becomes subject to levy, seizure, assignment, application for sale for or by any creditor or governmental agency, then, in any such event, Intuit, at its option, may, upon written notice thereof, (i) terminate the Agreement, (ii) declare all amounts due and to become immediately due and payable and/or (iii) require you to deposit an amount equal to its average future monthly or annual processing charges to prepay for any future processing.

(9) Termination. Your access to and use of the Direct Deposit service may be terminated by Intuit in accordance with the termination provisions in Sections 14 and B.4 of the Agreement. You may terminate your use of the Direct Deposit service by notifying us that you no longer wish to use the Direct Deposit service. Access to the Direct Deposit service will remain in effect until we have a reasonable opportunity to act on the notice. If you terminate the Direct Deposit service, no fees you have paid will be refunded.

E. QuickBooks Employee Organizer. (Not applicable for Software and Trial versions that do not include access to the QuickBooks Employee Organizer). In order for you to access the Employee Organizer, you must (a) have registered the Software, (b) have Internet access, and (c) purchased the QuickBooks Employee Organizer ("Employee Organizer") separately. You may subscribe to the Employee Organizer through the Software by clicking on the appropriate Employee menu item from within the Software. The Employee Organizer will be enabled after we receive and process all the information requested, including your credit card or bank account information (if Intuit accepts this form of payment for the Employee Organizer). You must have a valid Card or sufficient funds in a U.S. checking or savings account (if Intuit accepts this form of payment for the Employee Organizer) to cover an electronic debit of the fee to purchase the Employee Organizer, except as described below. The information you provide must be accurate and complete.

Your initial purchase of the Employee Organizer includes a one-year subscription to the Employee Organizer Employment Regulations Update Service including the "Ask An Employment Question" e-mail inquiry service provided through CCH Incorporated ("Regulations Guide"). When you purchase the Employee Organizer and provide payment information, your Card or bank account (if Intuit accepts this form of payment for the Employee Organizer and/or the Regulations Guide) will be debited and will be automatically re-debited at the beginning of each subsequent one-year term subscription to the Regulations Guide at the then current subscription rate to maintain the Regulations Guide unless you notify us to cancel the Regulations Guide prior to the beginning of the new one-year term. If you cancel your subscription to the Regulations Guide you bear all risk for any inaccuracies, liability or penalties resulting from your use of any outdated information.

1. License Grant and Restrictions. If and when you (i) purchase the Employee Organizer and (ii) pay the appropriate subscription fee annually, Intuit grants you a limited non-exclusive license to use Regulations Guide within the United States, provided that you comply with all of the terms and conditions of this Agreement. You may not use the Regulations Guide except with the Software. You may only use or install updates to the Regulations Guide on the computer(s) used by individual(s) for whom you have purchased a license to the Software.

2. Termination and Amendment. Your rights to the Regulations Guide subscription may be terminated by Intuit immediately and without notice if you fail to comply with any term or condition of this Agreement or if Intuit is unable to debit your Card or your bank account (if Intuit accepts this form of payment for the Employee Organizer and/or the Regulations Guide) in accordance with this Agreement. If you do not renew your subscription to Employee Organizer, and/or Regulations Guide, or cancel your subscription or are terminated from service, you will still be able to use the Employee Organizer to access the data you have entered with respect to your employees on your currently installed version of the Software. However, if you install any subsequent updates to the Software, Employee Organizer shall be disabled and the data you have entered with respect to your employees will be rendered inaccessible.

Intuit shall have the right to change or add to the terms or conditions of this Agreement (provided that it is not Intuit's intent that such change substantially affect the license rights granted to you and for which consideration was paid by you), relating to the Employee Organizer, the Regulations Guide, the method of delivering or accessing the Regulations Guide, and the fees for the Employee Organizer and/or the Regulations Guide at any time and to change, delete, discontinue or impose conditions on any feature of aspect of the Employee Organizer and Regulations Guide. In this event you will receive notice of such change, typically via email or on www.quickbooks.com or such other site designated by Intuit. The Regulations Guide does not include access to the Internet, nor does it include furnishing of legal advice. The Employee Organizer and the Regulations Guide operate only with a compatible version of the Software; so from time to time you may need to install updates or upgrades (or allow Intuit to install them electronically) or purchase an upgrade version of the Software to continue using the service. All users in a multi-user environment must be using licensed copies of the same version of the Software. Your use of the Employee Organizer and/or the Regulations Guide indicates that you have read this Agreement and agree to its terms.

9. THIRD PARTY NOTICES. The Software contains Adobe® Flash® Player software by Adobe Systems Incorporated, Copyright © 1995-2009 Adobe Macromedia Software LLC. All rights reserved. Adobe and Flash are trademarks of Adobe Systems Incorporated. Adobe software products are subject to the Adobe End User License Agreement found here: http://www.adobe.com/products/eulas/pdfs/Reader_Player_AIR_WWEULA-Combined-20080204_1313.pdf

Intuit is part of the PCI Security Standards Council, LLC (PCI SSC) Payment Application Data Security Standard Program. Acceptance of a given payment application by the (PCI SSC) only applies to the specific version of that payment application that was reviewed by a PA-QSA and subsequently accepted by PCI SSC (the "Accepted Version"). If any aspect of a payment application or version thereof is different from that which was reviewed by the PA-QSA and accepted by PCI SSC - even if the different payment application or version (the "Alternate Version") conforms to the basic product description of the Accepted Version - then the Alternate Version should not be considered accepted by PCI SSC, nor promoted as accepted by PCI SSC.

No vendor or other third party may refer to a payment application as "PCI Approved" or "PCI SSC Approved", and no vendor or other third party may otherwise state or imply that PCI SSC has, in whole or part, accepted or approved any aspect of a vendor or its services or payment applications, except to the extent and subject to the terms and restrictions expressly set forth in a written agreement with PCI SSC, or in a PA-DSS letter of acceptance provided by PCI SSC. All other references to PCI SSC's approval or acceptance of a payment application or version thereof are strictly and actively prohibited by PCI SSC.

When granted, PCI SSC acceptance is provided to ensure certain security and operational characteristics important to the achievement of PCI SSC's goals, but such acceptance does not under any circumstances include or imply any endorsement or warranty regarding the payment application vendor or the functionality, quality, or performance of the payment application or any other product or service. PCI SSC does not warrant any products or services provided by third parties. PCI SSC acceptance does not, under any circumstances, include or imply any product warranties from PCI SSC, including, without limitation, any implied warranties of merchantability, fitness for purpose or non-infringement, all of which are expressly disclaimed by PCI SSC. All rights and remedies regarding products and services that have received acceptance from PCI SSC, shall be provided by the party providing such products or services, and not by PCI SSC or any payment brands.

© 2012 Intuit Inc. All rights reserved.
Intuit Inc.
P. O. Box 7850
Mountain View, CA 94039-7850
Date: As of July 2012

2012 Software License Agreement for QuickBooks® Software and Intuit Payroll Services

INTUIT SOFTWARE END USER LICENSE AGREEMENT

A. INTUIT GENERAL END USER LICENSE AGREEMENT. Thank you for selecting the Software offered by Intuit Inc. or its Affiliates (referred to as "Intuit," "we," "our," or "us"). Please review these license terms ("Agreement") thoroughly. This Agreement is a legal agreement between you and Intuit. By clicking "I AGREE," indicating acceptance electronically, accessing or using the Software, you agree to these terms. If you do not agree to this Agreement, then do not indicate acceptance of the Agreement and do not use the Software.

1. AGREEMENT

1.1 This Agreement describes the terms governing your use of the Intuit Software including content, updates and new releases (collectively, the "Software") and gives you certain rights and responsibilities depending on the software license you selected, purchased or subscribed to, as more fully described herein. The Agreement includes by reference:

  • Intuit's Privacy Statement available on the website or provided to you in writing for the Software you selected;
  • Additional Terms and Conditions for the Software that you have selected, including any licenses, terms of service or other terms of use from third parties offered in connection with the Software; and
  • Any terms provided separately to you for the Software, including for example, web or email product or program terms, ordering, activation, pricing and payment terms, where applicable.

1.2 An "Affiliate" means all Intuit companies and subsidiaries that directly or indirectly, control or are controlled by Intuit, or are under the common control with Intuit. As used in this Agreement, control means equity ownership of fifty percent (50%) or greater interest in the voting shares held by an entity.

2. LICENSE GRANT AND RESTRICTIONS

2.1 The Software is protected by copyright, trade secret, and other intellectual property laws. You are only granted certain limited rights to install and use the Software, and Intuit reserves all other rights in the Software not granted to you in writing herein. As long as you meet any applicable payment obligations and comply with this Agreement, Intuit grants you a personal, limited, nonexclusive, nontransferable, revocable license to use the Software only for the period of use provided in the ordering and activation terms, as set forth in this Agreement, or in accordance with Intuit's then-current product discontinuation policies, as updated from time to time, and only for the purposes described by Intuit for the Software.

2.2 You acknowledge and agree that the Software is licensed, not sold. You agree not to use the Software in a manner that violates any applicable law, regulation or this Agreement. For example, unless authorized by Intuit in writing, you agree you will not:

  • Provide access to or give the Software or any part of the Software to any third party;
  • Reproduce, duplicate, copy, deconstruct, reverse-engineer, sell, trade or resell the Software;
  • Transfer your license to the Software to any other party without express written permission from Intuit;
  • Attempt unauthorized access to any other Intuit systems that are not part of the Software;
  • Permit any third party to benefit from the use or functionality of the Software via a rental, lease, timesharing, service bureau, hosting service, or other arrangement; or
  • Upload, host, use or access the Software via a timesharing, service bureau, virtualization, application hosting or other remote access arrangement.

If you violate any of these terms, this Agreement and your license to use the Software may be terminated by Intuit in its sole discretion.

3. PAYMENT. For Software licensed on a payment or subscription basis, the following terms apply, unless Intuit notifies you otherwise in writing. This Agreement also incorporates by reference and includes program ordering and payment terms provided to you for the Software:

  • Payments will be billed to you in U.S. dollars, and your account will be debited when you subscribe and provide your payment information, unless stated otherwise in the program ordering or payment terms on the website for the Software.
  • You must pay with one of the following:
    • A valid credit card acceptable to Intuit;
    • A valid debit card acceptable to Intuit;
    • Sufficient funds in a checking or savings account to cover an electronic debit of the payment due; or
    • By another payment option Intuit provides to you in writing.
  • If your payment and registration information is not accurate, current and complete, and you do not notify us promptly when such information changes, we may immediately suspend or terminate your account, terminate your license and refuse any further use of the Software.
  • Intuit will automatically renew your monthly, quarterly, or annual subscription at the then-current rates, as required for you to maintain access to the Software, unless your license to the Software is cancelled or terminated under this Agreement.
  • Additional cancellation or renewal terms may be provided to you on the website for the Software.

4. TRIAL VERSIONS AND BETA FEATURES. If you registered for a trial use of the Software ("Trial Period"), you must decide to purchase a Software license within the Trial Period in order to retain any Content (defined in Section 6) that you have entered into the Software, created within the Software data file, posted or uploaded during the Trial Period. If you do not purchase a Software license by the end of the Trial Period, your Content will no longer be available to you. To be very clear, after using the Software during the trial period, if you decide not to purchase the license to the full version of the Software, you will not be able to access or retrieve any of the data you added or created with the software during the trial.

5. YOUR PRIVACY AND PERSONAL INFORMATION. You can view Intuit's Privacy Statement on the Intuit website, or via a link on the website for the Software you have selected. You agree to be bound by the applicable Intuit Privacy Statement, subject to change in accordance with its terms. Most importantly, you agree:

  • To Intuit maintaining your data according to the Intuit Privacy Statement, as part of the Software.
  • To give Intuit permission to aggregate your non-personally identifiable data which you enter or upload with that of other users of the Software. By way of example, this means that Intuit may use that aggregated data to improve services, design promotions, or provide ways for you to compare business practices with other users.
  • Intuit is a global company and may access or store personal information in multiple countries, including countries outside of the European Union that may be deemed to have inadequate protections by European Union Data Protection Authorities. When you agree to this Agreement, you agree to this practice.

6. CONTENT

6.1 You are responsible for your content. You are legally responsible for all information, data, text, software, music, sound, photographs, graphics, video, messages or other materials ("Content") uploaded, posted or stored through your use of the Software. You grant Intuit a worldwide, royalty-free, non-exclusive license to host and use any Content provided through your use of the Software. You agree not use the Software for any illegal purpose or in violation of any applicable local, state, federal or international law. You are encouraged to archive your Content regularly and frequently. You are responsible for any Content that may be lost or unrecoverable through your use of the Software. You agree that you will not use the Software to share, store, or in any way distribute financial data that is not in accordance with the law. Any users suspected of having information which involves fraud, embezzlement, money laundering, insider trading, support for terrorism, or any other activity proscribed by law may have their accounts terminated, their financial data erased, and they also may be reported to law enforcement officials in the appropriate jurisdictions. Intuit is not responsible for the Content or data you provide through your use of the Software.
You agree not to use the Software to upload, post, distribute, link to, publish, reproduce, engage in or transmit any of the following, including but not limited to:

  • Illegal, fraudulent, libelous, defamatory, obscene, pornographic, profane, threatening, abusive, hateful, harassing, offensive, inappropriate or objectionable information or communications of any kind, including without limitation conduct that would encourage or constitute an attack or "flaming" others, or criminal or civil liability under any local, state, federal or foreign law;
  • Content or data that would impersonate someone else or falsely represent your identity or qualifications, or that constitutes a breach of any individual's privacy, including posting images about children or any third party without their consent (or a parent's consent in the case of a minor);
  • Except as otherwise permitted by Intuit in writing, advertisements, solicitations, investment opportunities, chain letters, pyramid schemes, other unsolicited commercial communication or engage in spamming or flooding;
  • Virus, trojan horse, worm or other disruptive or harmful software or data; and
  • Any information, software or Content which is not legally yours and may be protected by copyright or other proprietary right, or derivative works, without permission from the copyright owner or intellectual property rights owner.

6.2 Community forums. The Software may include access to a community forum to exchange information with other users of the Software and the public. Please use respect when you interact with other users. Intuit does not support and is not responsible for the accuracy of others' content in these community forums. Do not reveal information in the community forum that you do not want to make public. Users may post hypertext links to content hosted and maintained by third parties for which Intuit is not responsible.

Intuit may, but has no obligation to, monitor Content provided on the community forum. We may disclose any information necessary or appropriate to satisfy our legal obligations, protect Intuit or its customers, or operate the Software properly. Intuit, in its sole discretion, may refuse to post, remove, or refuse to remove, any Content, in whole or in part, alleged to be unacceptable, undesirable, inappropriate, or in violation of this Agreement.

6.3 Intuit may freely use feedback you provide. You agree that Intuit may use your feedback, suggestions, or ideas in any way, including in future modifications of the Software, other products or services, advertising or marketing materials. You grant Intuit a perpetual, worldwide, fully transferable, sublicensable, irrevocable, fully paid-up, royalty free license to use the feedback you provide to Intuit in any way. Intuit will not sell, publish or share your feedback in a way that could identify you without your explicit permission.

7. ADDITIONAL TERMS YOU AGREE TO

7.1 Intuit does not give professional advice. Intuit is not in the business of providing legal, financial, accounting, health care, real estate or other professional services or advice. Consult the services of a competent professional when you need this type of assistance.

7.2 We may tell you about other Intuit services. You may be offered other services, features, products, applications, online communities, or promotions provided by Intuit ("Intuit Services"). If you decide to use any of these Intuit Product or Services, additional terms and conditions and separate fees may apply. You acknowledge that in accessing some Intuit Services you may upload or enter data such as names, addresses and phone numbers, purchases, and other data to the Internet. You grant Intuit permission to use information you provide and about your experience so that we can provide the Intuit Services to you, monitor and analyze your use of the services, maintain and update your data, and address errors or service interruptions. We may use this data to improve services, enhance future services, identify potentially relevant offers, and produce anonymous research data. You grant Intuit permission to combine the data you have entered or uploaded with that of others in a way that does not identify you or any individual personally. You also grant Intuit permission to share or publish summary results relating to such research data and to distribute or license such data to third parties.

7.3 We may tell you about third party products or services. Subject to the Intuit Privacy Statement, Intuit may offer products and services on behalf of third parties who are not affiliated with Intuit ("Third Party Products") or the Software may contain links to third party websites ("Third Party Sites").You agree that Intuit can use your contact information, including name and address, for the purpose of offering these products to you in accordance with your stated Intuit contact preferences. If you decide to use any Third Party Products or access any Third Party Sites, you are responsible for reviewing the third party's separate product terms, website terms and privacy policies. You agree that the third parties, and not Intuit, are responsible for their product's performance and the content on their websites. Intuit is not affiliated with these Third Party Products or Third Party Sites and has no liability for them.

7.4 Communications choices. Intuit may be required by law to send you communications about the Software or Third Party Products. You agree that Intuit may send these communications to you via email or by posting them on one of our sponsored websites. We may also send business communications such as confirmations or notices, which will be delivered to you via email or posted on our websites. You are required to receive these communications. You can choose not to receive some types of communication, such as marketing messages.

7.5 You will track your passwords and accept updates. You are responsible for securely managing your password(s) for access to the Software. If you become aware of any unauthorized access to your Software account, theft or loss of your password, you agree to contact Intuit as soon as possible. The Software may periodically be updated with tools, utilities, improvements, third party applications, or general updates to improve and enhance the features and performance of the Software.

8. DISCLAIMER OF WARRANTIES

8.1 YOUR USE OF THE SOFTWARE AND CONTENT ACCESSIBLE THROUGH THE SOFTWARE IS ENTIRELY AT YOUR OWN RISK. EXCEPT AS DESCRIBED IN THIS AGREEMENT, THE SOFTWARE IS PROVIDED "AS IS." TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, INTUIT, ITS AFFILIATES, AND ITS THIRD PARTY SERVICE OR DATA PROVIDERS, LICENSORS, DISTRIBUTORS OR SUPPLIERS (COLLECTIVELY REFERRED TO AS, "SUPPLIERS") DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY THAT THE SOFTWARE IS FIT FOR A PARTICULAR PURPOSE, TITLE, MERCHANTABILITY, DATA LOSS, NON-INTERFERENCE WITH OR NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS, OR THE ACCURACY, RELIABILITY, QUALITY OR CONTENT IN OR LINKED TO THE SOFTWARE. INTUIT AND ITS AFFILIATES AND SUPPLIERS DO NOT WARRANT THAT THE SOFTWARE IS SECURE, FREE FROM BUGS, VIRUSES, INTERRUPTION, ERRORS, THEFT OR DESTRUCTION. FURTHER, INTUIT DOES NOT WARRANT ACCESS TO THE INTERNET OR TO ANY OTHER SERVICE, CONTENT OR DATA TRANSMITTED THROUGH THE SOFTWARE. IF THE EXCLUSIONS FOR IMPLIED WARRANTIES DO NOT APPLY TO YOU, ANY IMPLIED WARRANTIES ARE LIMITED TO 60 DAYS FROM THE DATE OF PURCHASE OR DELIVERY OF THE SERVICES, WHICHEVER IS SOONER.

8.2 INTUIT AND ITS AFFILIATES AND SUPPLIERS DISCLAIM ANY REPRESENTATIONS OR WARRANTIES THAT YOUR USE OF THE SOFTWARE WILL SATISFY OR ENSURE COMPLIANCE WITH ANY LEGAL OBLIGATIONS OR LAWS OR REGULATIONS. THIS DISCLAIMER APPLIES TO BUT IS NOT LIMITED TO THE HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT OF 1996 ("HIPAA"), THE GRAMM-LEACH-BLILEY ACT OF 1999, THE SARBANES-OXLEY ACT OF 2002, OR OTHER FEDERAL OR STATE STATUTES OR REGULATIONS. YOU ARE SOLELY RESPONSIBLE FOR ENSURING THAT YOUR USE OF THE SOFTWARE IS IN ACCORDANCE WITH APPLICABLE LAW.

9. LIMITATION OF LIABILITY AND INDEMNITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE ENTIRE LIABILITY OF INTUIT, AND ITS AFFILIATES AND SUPPLIERS FOR ALL MATTERS OR CLAIMS RELATING TO THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT YOU PAID FOR THE SOFTWARE DURING THE TWELVE (12) MONTHS PRIOR TO SUCH CLAIM. SUBJECT TO APPLICABLE LAW, INTUIT AND ITS AFFILIATES AND 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, SPYWARE, LOSS OF BUSINESS, REVENUE, PROFITS OR INVESTMENT, OR USE OF SOFTWARE OR HARDWARE THAT DOES NOT MEET INTUIT SYSTEMS REQUIREMENTS. THE ABOVE LIMITATIONS APPLY EVEN IF INTUIT AND ITS AFFILIATES AND SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS AGREEMENT SETS FORTH THE ENTIRE LIABILITY OF INTUIT, ITS AFFILIATES AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO THE SOFTWARE AND ITS USE.

You agree to indemnify and hold Intuit and its Affiliates and Suppliers harmless from any and all claims, liability and expenses, including reasonable attorneys' fees and costs, arising out of your use of the Software or breach of this Agreement (collectively referred to as "Claims"). Intuit reserves the right, in its sole discretion and at its own expense, to assume the exclusive defense and control of any Claims. You agree to reasonably cooperate as requested by Intuit in the defense of any Claims.

10. CHANGES TO THIS AGREEMENT OR THE SOFTWARE. We may change this Agreement from time to time, and the changes will be effective when posted on our website for the Software or when we notify you by other means. Please review the Agreement periodically on the website for changes. We have the right to change any of the terms of this Agreement upon reasonable notice to you. We may also change or discontinue the Software, in whole or in part, including but not limited to, any feature or aspect of the Software, Internet based services, pricing, technical support options, and other product-related policies. Your continued use of the Software after Intuit posts or otherwise notifies you of any changes, indicates your agreement to the changes.

11. TERMINATION. Intuit may immediately and without notice terminate this Agreement or suspend or terminate the license to the Software if you fail to comply with these terms or if you no longer agree to receive electronic communications (see Section 7.4). Upon any termination you must immediately stop using and delete or destroy all copies of the Software and any outstanding payments will become due. Any termination of this Agreement shall not affect Intuit's rights to any payments due to it. Intuit may terminate a free account at any time. Other requirements regarding termination or cancellation of your license to the Software may apply based on the specific ordering or activation terms for the Software. Sections 1.2, 5, and 8 through 15 will survive and remain in effect even if the Agreement is terminated, cancelled or rescinded.

12. EXPORT RESTRICTIONS. You acknowledge that this website, the Software, and the underlying software may include U.S. technical data subject to restrictions under export control laws and regulations administered by the United States government. You agree that you will comply with these laws and regulations, and will not export or re-export the Software, or any part of the Software, in violation of these laws and regulations, directly or indirectly. You also agree not to provide access to any part of the Software to anyone who you have reason to know may use the Software in the development of nuclear, chemical, or biological weapons.

13. GOVERNING LAW AND JURISDICTION. California state law governs this Agreement without regard to its conflicts of laws provisions. To resolve any legal dispute arising from this Agreement, you and Intuit agree to the exclusive jurisdiction of state courts in Santa Clara County, California U.S.A. or federal court for the Northern District of California. Intuit does not represent that the Software is appropriate or available for use in all countries. Intuit 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.

14. LANGUAGE. Any translation of this Agreement is done for local requirements and in the event of a dispute between the English and any non-English version, the English version of this Agreement shall govern. 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.

15. GENERAL. This Agreement is the entire agreement between you and Intuit and replaces all prior understandings, communications and agreements, oral or written, regarding its subject matter. This Agreement may be modified only by a written amendment signed by the parties or as provided in this Agreement in Section 10 above. If any court of law, having the jurisdiction, rules that any part of this Agreement is invalid, that section will be removed without affecting the remainder of the Agreement. The remaining terms will be valid and enforceable. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. You cannot assign or transfer ownership of this Agreement to anyone without the prior written approval of Intuit. However, Intuit may assign or transfer it without your consent to (a) an Affiliate, (b) another company through a sale of assets by Intuit or (c) a successor by merger. Any assignment in violation of this Section shall be void. If you want to request a transfer of this Agreement or if your company is acquired by or merged into another company, contact Intuit via an email to: transfer_license@intuit.com.

March 2011

B. ADDITIONAL TERMS AND CONDITIONS FOR THE SOFTWARE

Your license to use the Software provided by Intuit is subject to the General End User License Agreement terms above and the Additional Terms and Conditions which govern your use of the Software indicated below. These Additional Terms and Conditions shall prevail over any conflict or inconsistency with the General End User License Agreement terms above.

INTUIT QUICKBOOKS SOFTWARE ("Software").

USE LIMITATIONS. IMPORTANT NOTICE. IF YOU ARE USING THE INTUIT QUICKBOOKS SOFTWARE, ADD-ON PRODUCTS OR RELATED SERVICES, THE FOLLOWING TERMS APPLY TO YOU IN ADDITION TO THE GENERAL END USER LICENSE AGREEMENT TERMS ABOVE. Capitalized terms not otherwise defined below have the meanings provided in the General End User License Agreement.

Your use of the Software, Add-On Products and related Services provided by Intuit are subject to the General Terms above and including these Additional Terms and Conditions which govern your use of the Software, Add-on Products and related Services indicated below. These Additional Terms and Conditions shall prevail over any conflict or inconsistency with the General Terms above.

1. LICENSE GRANT AND RESTRICTIONS. Intuit Inc. ("Intuit", "us", "we", "our") grants you ("you" and "your" means you or the legal entity identified in the registration process that you are authorized to represent and on whose behalf the Software is licensed) the following rights provided that you comply with all of the terms and conditions of this Agreement. (i) Single User License and Single User Add On Pack Purchasers. You may: (a) install the Software on one computer for access and use by only one specific person; and (b) install the Software on one additional computer (e.g., a laptop that you own and use in your business or a home computer that you own and use in your business), so long as only the same specific person accesses and uses the Software. If you purchased a valid license for the Software and received an Authentic Intuit CDROM, such CDROM is your backup copy of the Software. If you purchased a valid license and received the Software pre-installed on a new computer or through an electronic download, you may make one backup copy of the Software, but only for the purpose of reinstalling the Software, if needed, on the single computer or additional computer referenced in (a) and (b) above. You are not allowed to make copies of the printed materials accompanying the Software, if any, or print multiple copies of any user documentation.

(ii) Multi User License and Multi User Add On Pack Purchasers. You may: (a) install the Software on the number of computers equal to the number of user licenses you purchased; (b) access and use the Software solely by the number of specific persons corresponding to the number of user licenses you purchased, with no substitution of such users (for example, if you purchased a 3 user license pack and you have 10 employees in your company, the original 3 specific persons who were initially provided with access to and use of the Software, are the only persons licensed to use the Software unless you purchase additional licenses; (c) place a copy of your software data files on a network for access by licensed users; (d) install the Software on 1 additional computer above the number of the license(s) you purchased, solely to accompany your software data file, and not for use of the Software by another user; and (e) for each user license you purchased, make one copy of the printed materials accompanying the Software, if any, or print one copy of any online user documentation solely for use by licensed users. Notwithstanding (b) above, you may replace a specific user if such user leaves and must be replaced with a new employee.

You are not licensed or permitted under this Agreement to do any of the following: (a) modify, adapt, translate, rent or sublicense (including offering the Software to third parties on an applications service provider or time-sharing basis); (b) assign, loan, resell, transfer or distribute the Software, CDROM(s), or related materials or create derivative works based upon the Software or any part thereof; (c) network the Software, except that you may network your company data file as outlined in Section B.1.(ii) above if you have purchased the multi-user license version; and (d) copy the Software in whole or part, except as expressly stated in (i), (ii), or (iii) above, or use trade secret information contained in the Software, to develop software to interface with the Software. You agree not to (and not to permit others to): (i) decompile, disassemble, or otherwise reverse engineer the Software, except as otherwise expressly permitted by applicable law; or (ii) remove, alter or obscure any confidentiality or proprietary rights notices (including copyright notices) of Intuit or its licensors on or within the Software or any copies of the Software. All license transfers are subject to written approval by Intuit and may be subject to a transfer fee determined by Intuit in its sole discretion. If your company is, or substantially all of its assets are, acquired by or merged into another company or sole proprietorship, please contact Intuit at transferlicense@intuit.com regarding transferring your license to the new company.

(iii) Unlock License. If you elect to convert from one version of the Software to another (e.g., from the Trial version to the Single User version, from Pro to Premier, etc.) using the unlock purchase process within the Software, your use of the new unlocked version of the Software must be in accordance with the terms and conditions of this Agreement. Once you have unlocked such version, you may no longer use the original version of the Software on any computer.

(iv) If you purchased a subscription license to the Software, the terms of this Agreement, as supplemented by the terms of the subscription, will govern your use of the Software and provided that the duration of such license will be based on the subscription model you have elected.

(v). Any software that is delivered by electronic transmission (regardless of whether a replacement copy is ordered) shall be deemed delivered on the date that Intuit makes such program available for download.

In addition to the QuickBooks software, the term "Software" includes any other programs, tools, applications, internet-based services, components and any "updates" (for example, Software maintenance, service information, help content, bug fixes, or maintenance releases etc.) of the Software that Intuit provides or makes available to you after the date you obtained your initial copy of the Software. You are entitled to download updates to the Software that Intuit generally makes available to other users of the Software. However, Upgrades (as defined in Section B.6.(3)) to the Software are only made available to subscribers of specified Payroll Services as set forth in Section B.6.(3). Certain Software may be accompanied by, and will be subject to, additional terms and fees may apply.

2. ADDITIONAL TERMS.

A. Timer Program. You may use the Timer program (if available) included with the Software (does not apply to QuickBooks for Mac My Time application), on all computers used in your business and may make the number of copies of the Timer program required for this purpose. QuickBooks for Mac My Time application can be installed on one machine only and will track time for a single user. My Time application does not require installation on the same machine as QuickBooks for Mac. Data can be imported into QuickBooks 2010 for Mac or higher.

B. Data Files Transfer to QuickBooks Online. If available, you may have the option for a limited transfer of data files from select versions of the Software to select versions of QuickBooks Online financial software ("QBO") (see materials accompanying the Software for details). Once the data files are transferred from the Software to QBO, the Terms of Service for QBO shall apply to your use of QBO.

C. Registration; Other Restrictions. The Software includes required registration, so you agree that you must register the Software with Intuit within the amount of time specified by the Software, otherwise you will not be able to continue to use of the Software. You agree to keep your registration information accurate and complete and promptly update your registration data with us as necessary to keep it accurate, current and complete. We protect your registration information according to our privacy policies which can be found by clicking http://smallbusiness.intuit.com/small-business/privacy/index.jsp or the privacy policy link on the Intuit website relating to the Software product you purchased. Enabling others to use your license number(s), product number(s), and validation number(s), if any, is strictly prohibited.

D. Software Updates and Programs. If and when you connect to the Internet and use the Software, Intuit may also include updates in the transmission or install programs you may have requested.

E. Help and Support. Intuit may use a variety of methods (e.g., in-product, Internet, chat, e-mail and phone) to provide technical support and customer service in connection with the Software and Intuit Services. The terms and conditions governing the offering of this support, some of which require the payment of an additional fee, are subject to change as announced by Intuit from time to time. Consult the QuickBooks Support Web site (currently, http://support.quickbooks.intuit.com/support/default.aspx?lid=site_header) for the most up-to-date information relating to this support and any associated charges, as well as updates to the Software. By using QuickBooks support, you authorize Intuit to collect certain company data files in order to provide you with a better customer support experience.

F. QuickBooks Form Designs If you obtain any images from Intuit to be used as forms "backgrounds" in the QuickBooks Forms Customization feature (additional fees apply), you understand and agree that such designs may only be used with your QuickBooks forms. For example, you are authorized to use these images on QuickBooks forms that you print or email. You may also order matching business cards and other promotional print items that Intuit offers. You may also customize QuickBooks forms with these images on behalf of your clients who use QuickBooks. However you may not resell these images nor use them for any other purposes, including use on third party generated materials such as forms, web-based materials, or other custom printed business identity products.

3. Online Data Transfer (not applicable for Software and Trial versions that do not include access to the Online Data Transfer feature).

You may have the option to transfer your data files from the Software to Intuit's online servers (the "Online Data Transfer") in order to facilitate certain interoperability, data integration, and data access between the Software and certain supported ancillary services you may sign up for and use in connection with the Software (the "Ancillary Services"). Separate fees may apply. In order for you to select the Online Data Transfer option, you must (i) have registered select versions of the Software, (ii) have Internet access, and (iii) and may need to be an active subscriber to the Ancillary Services. If you select the Online Data Transfer option, a copy of all or part of your company, data files will be transferred via the Internet to Intuit's servers (the "Transferred Files"); where you grant Intuit the right and license to (i) host and maintain the Transferred Files and (ii) use the Transferred Files to make the Ancillary Services available to you, (iii) reformat and manipulate the Transferred Files as reasonably necessary for the data to function with the Ancillary Services. Your original data files will remain in the Software. If you are signed-up for any Ancillary Services that support Online Data Transfer, you will then have the option to have the Transferred Files sent to any of those supported Ancillary Services (a "Data Transfer"). If you are no longer signed-up for an Ancillary Service, you will no longer be able to process Data Transfers to that Ancillary Service.

If you authorize a Data Transfer for a third party Ancillary Service, you authorize Intuit to provide the Transferred Files to the third party provider of such Ancillary Service in order to provide the Ancillary Service to you. You agree and acknowledge that Intuit has no control over any third party Ancillary Services. Your use of the Ancillary Service may be subject to additional terms and conditions. Intuit does not have any liability whatsoever for any actions or inactions on the part of the Ancillary Services resulting in your inability to use the Online Data Transfer feature or otherwise use the Ancillary Services in connection with the Software.

4. SAVINGS FEATURE.

(i) Relationship with Intuit. You may be presented with the opportunity to browse and buy from a number of featured suppliers and retailers from within QuickBooks. Intuit does not represent or endorse the aggregator, nor any of the participating suppliers or retailers ("Suppliers") of the Savings Feature, nor any of the products or services offered by them. Intuit is not a party to the dealing, contracting and fulfillment of transactions between any individual user and a Supplier providing products or services. The Suppliers listed as part of Savings Feature are not employees or agents of Intuit. Intuit has no control over and does not guarantee the quality, safety or legality of Suppliers' advertised products or services, the truth or accuracy of Supplier listings, or the ability of Suppliers to deliver products or services, or that a Supplier can or will actually complete a purchase, return, exchange or other transaction. Any Supplier information presented as part of the Savings Feature is populated with information from third-party sources, from Suppliers themselves and from other users. Intuit provides this information as a convenience and does not confirm or verify the information. All rights and obligations for the purchase, sale, return or exchange of Suppliers' products or services are solely between the purchasor of the products or services and the Supplier. You and the Supplier must look directly and solely to each other for enforcement and performance of all the rights and obligations arising from the dealings and transactions between yourselves.

(ii) Disputes. Any disputes in connection with products or services provided by Suppliers or payments, returns or exchanges made by you for such products or services remain between you and the Suppliers. You acknowledge that Intuit will not be a party to any such dispute. If you have a dispute with any other user or Supplier, you must address such dispute with the user or Supplier directly. If you have reason to believe a dispute involves a violation of the terms of this Agreement, you may report such violation via the procedure set forth in the Savings Feature but Intuit will not be obligated to take any other action or refrain from taking any other action toward resolving any such dispute.

(iii) Release of Claims. Because Intuit does not and cannot be involved in user-to-user or purchasor-to-retailer dealings or control the behavior of participants using the Savings Feature, if you have a dispute with one or more users or Suppliers, you hereby release Intuit and its affiliates from claims, demands and damages (actual and consequential, direct and indirect) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.

YOU HEREBY WAIVE CALIFORNIA CIVIL CODE §1542 (AND ANY ANALOGOUS LAW IN ANY OTHER APPLICABLE JURISDICTION) WHICH SAYS: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR."

3. SATISFACTION GUARANTEED/LIMITED WARRANTY.

(i) Satisfaction Guarantee. If you are not satisfied with the Software and (a) You purchased the Software from a retail store, you may uninstall and delete all copies of the Software from your computer(s) and return it within 60 days of purchase to the store where you purchased your license with a dated receipt for a full refund. If the store is unable or unwilling to issue a refund or you obtained the Software directly from Intuit, you may uninstall and delete all copies of the Software and return the Software with a dated receipt or packing slip within 60 days of purchase via U.S. mail to Intuit Inc., Returns Department, PO Box 19004, Greenville, SC 29602-9004 or via UPS to Intuit Inc., Returns Department, 110 Hidden Lake Circle, Duncan, SC 29334. (b) You obtained the Software directly from Intuit via an Internet download, you may submit a written request to Intuit including your name, contact and product order information to Intuit Inc., Returns Department, PO Box 19004, Greenville, SC 29602-9004. (c) The Software was pre-installed on your computer when you bought it, or if CDROMs came packaged with your computer at no extra charge, follow the manufacturer's applicable return policy; or (d) You obtained the Software by downloading it on your computer, contact the provider of the download site.

(ii) Limited Warranty. (a) If the CDROM on which the Software is stored is defective, then return the CDROM to Intuit Inc., Returns Department, PO Box 19004, Greenville, SC 29602-9004 within 60 days of shipment (or in the case of a retail purchase, within 60 days of purchase) with a dated receipt or packing slip, and a replacement CDROM will be mailed to you; (b) If more than 60 days has elapsed from the purchase date and the CDROM is defective and you would like a replacement while that version is still commercially available, you may obtain a replacement by sending your defective CDROM and a check for the applicable amount published by Intuit (additional fees may apply per replacement), plus applicable taxes, to Intuit at the address listed above. (For all orders shipped within the U.S., please add all applicable shipping and handling charges, state and local sales tax as well as tax on shipping and handling based on your shipping address); (c) If the Software was pre-installed on your computer when you bought it, or if CDROMs came packaged with your computer at no extra charge, and the Software is defective or was installed improperly, you may obtain replacement CDROMs from the company that manufactured your computer, at its option, by sending your request stating the nature of the problem, plus a copy of your dated receipt for the computer on which the Software was installed, to the manufacturer of the computer; or (d) If you obtained the Software by downloading it on your computer and the Software installed improperly, contact the provider of the download site.

4. TERMINATION.

The Intuit Software is subject to Intuit's discontinuation policy and Intuit reserves the right to discontinue all support for the Intuit Software, and/or for any features, online or other services or content accessible through the Intuit Software in accordance with its current discontinuation policy. If the Intuit Software offers services that require a connection to an Intuit server (including Internet-based services), such as downloading financial data from a participating bank, credit union, credit card, brokerage, mutual fund accounts, online bill paying, and downloading stock/fund quotes and news, such services may expire in accordance with Intuit's current discontinuation policy.

Intuit's current discontinuation policy is to provide support for the Intuit Software and for online and other services or content accessible through the Intuit Software for the most current version of the Intuit Software plus the prior two years' versions. More information about the discontinuation policy relating to the Intuit Software is available at http://support.quickbooks.intuit.com/support/DiscontinuationPlan.aspx.

5. HEALTH INFORMATION AND PRIVACY. If you intend to use the Software, related services and content in conjunction with the medical or health information of particular individuals, you acknowledge and agree that the Software, related services and content are not "HIPAA-ready" or "HIPAA-compliant" and will not assist with or ensure compliance with HIPAA, and that you are solely responsible for using the Software, related services and content in a manner consistent with all applicable federal and state privacy laws relating to medical or health information.

6. TERMS FOR PAYROLL PRODUCTS AND SERVICES.

QuickBooks Payroll Subscription Services (together the "Payroll Services")

(1) QuickBooks Basic Payroll, Standard Payroll, Enhanced Payroll, Enhanced Payroll for Accountants, and Enhanced Payroll Plus ("Basic", "Standard or Enhanced Payroll"). (Not applicable for Software and Trial versions that do not include access to the applicable Basic, Standard or Enhanced Payroll Service.) In order for you to calculate federal and state payroll taxes, you must (i) have registered the Software, (ii) have Internet access, and (iii) subscribe to the applicable Basic, Standard or Enhanced Payroll service. You may subscribe to the applicable Basic, Standard or Enhanced Payroll through the Software by clicking on the appropriate Employee menu item from within the Software. The applicable Basic, Standard or Enhanced Payroll service will begin after we receive and process all the information requested, including your credit card or bank account information. You must have a valid credit card or a valid debit card with a Visa or MasterCard logo ("Card") or sufficient funds in a U.S. checking or savings account to cover an electronic debit of the subscription fee to obtain the applicable Basic, Standard or Enhanced Payroll, except as described below. The information you provide must be accurate and complete. When you subscribe and provide payment information, your Card or bank account will be debited and will be automatically re-debited at the beginning of each applicable monthly or one-year subscription term of the Basic, Standard or Enhanced Payroll ("Renewal Term") at the then current subscription rate to maintain the Basic, Standard or Enhanced Payroll service. You may notify us to cancel the Basic, Standard or Enhanced Payroll service prior to the beginning of each Renewal Term. If, during a Renewal Term, the Basic, Standard or Enhanced Payroll service for your version of the Software is discontinued by us, Intuit shall refund to you the prorated amount of the subscription fee for the period of time you were unable to use the Basic, Standard or Enhanced Payroll.

Basic, Standard and Enhanced Payroll purchased at retail will begin after you activate Basic, Standard or Enhanced Payroll, which activation must be no later than ninety (90) days from purchase or the date marked on the outside of your QuickBooks Payroll box, whichever is earlier.

For each registered copy of the Software, you must purchase a separate subscription for Basic, Standard or Enhanced Payroll. For the purposes of Basic, Standard or Enhanced Payroll subscriptions, QuickBooks Pro, QuickBooks Premier Multi-user pack, or an Enterprise Solutions Business Management Software user pack is considered a single registered copy of the Software. If you are using one of the aforementioned versions of the Software, you will need only one subscription to the applicable Basic, Standard or Enhanced Payroll service.

We strongly recommend you connect to Basic, Standard or Enhanced Payroll to validate your subscription and receive the most current payroll tax updates at least once every 45 days. Failure to update within 45 days may result in inaccurate withholding from payroll and you hereby assume any and all liability resulting from any inaccurate withholding resulting from a failure to update. Also, as a safety measure, and due to the changes in payroll tax rates, if your subscription to the Basic, Standard or Enhanced Payroll Service expires, you will be unable to continue to process payroll using tax tables or tax forms in QuickBooks. In the event this occurs, connect with Basic, Standard or Enhanced Payroll, bring your subscription account current if necessary, get the latest payroll updates, and you will again be able to process payroll.

License Grant and Restrictions. If and when you subscribe to Basic, Standard or Enhanced Payroll and pay the applicable subscription fee, Intuit grants you a limited non-exclusive license to use the tax tables, selected payroll tax forms (for Standard and Enhanced Payroll only), when available, and documentation ("Payroll Updates") within the United States, provided that you comply with all of the terms and conditions of this Agreement. You may not use the Payroll Updates except with the Software. You may only use or install updates to Basic, Standard or Enhanced Payroll on the computer(s) used by individual(s) for whom you have purchased a license to the Software. You may not process payroll for any other person, company or legal entity without a valid subscription to the Enhanced Payroll for Accountants payroll service.

Certain Basic, Standard or Enhanced Payroll services may have restrictions on the number of employees for whom payroll can be processed. When you purchase an employee-limited service, the service will allow you to process payroll for up to a certain number of employees. If you wish to process payroll for more employees, you may be required to choose a higher level of service or pay an additional fee. If you wish to process payroll for fewer employees, you must choose a lower level of service. "Employees" refers to all employees paid on the computer(s) used by the individual(s) for whom you have purchased a license to the Software. We may collect and make use of information about how many employees you pay and may suggest the right level of payroll service for you based on that information.

Termination and Amendment. Your rights to the Basic, Standard or Enhanced Payroll subscription may be terminated by Intuit immediately and without notice if you fail to comply with any term or condition of this Agreement or if Intuit is unable to debit your Card in accordance with this Agreement. Intuit shall have the right to change or add to the terms or conditions of the Basic, Standard or Enhanced Payroll service at any time (provided that it is not Intuit's intent that such change substantially affect the license rights granted to you and for which consideration was paid by you), and to change the method of delivering or accessing the Basic, Standard or Enhanced Payroll service and/or the subscription fee, and to change, delete, discontinue or impose conditions on any feature or aspect of the Basic, Standard or Enhanced Payroll service. In this event you will receive notice of such change, typically via email or on www.quickbooks.com. For the latest version of the terms or conditions of the Basic, Standard or Enhanced Payroll service, go to www.payroll.com, or such other site designated by Intuit. The Payroll Service does not include access to the Internet for connecting to Basic, Standard or Enhanced Payroll, nor does it include furnishing advice of deductions. Basic, Standard or Enhanced Payroll does not include information regarding selected local and state taxes. Basic, Standard or Enhanced Payroll operates only with a compatible version of the Software; so from time to time you may need to install updates or upgrades (or allow Intuit to install them electronically) or purchase an upgrade version of the Software to continue using Basic, Standard or Enhanced Payroll. All users in a multi-user environment must be using valid licensed copies of the same version year of the Software.

Electronic Filing and Payment of Payroll Tax for Enhanced Payroll. You must have a supported version of QuickBooks and a current subscription to Enhanced Payroll in order to electronically file and pay your payroll taxes ("Transaction") using QuickBooks. If you choose to file and/or pay your Transaction electronically, it will be forwarded to Intuit's Electronic Filing Center where Intuit will convert it to a standardized format and transmit it to the applicable federal and/or state taxing authority (the "Electronic Filing Services"). You are responsible for verifying the status of your Transaction to confirm that it has been received and accepted by the applicable taxing authority, and if necessary, for filing and paying it manually in the event that the taxing authority rejects your Transaction (e.g., incorrect bank account number, invalid pin, duplicate payment). Except to the extent required by applicable law, Intuit has no obligation to store, maintain or provide to you any information you provide to Intuit, and you agree to print and save a copy of your Transaction for your records. By using this system to prepare and submit your Transaction, you consent to the disclosure to the IRS and any other tax or revenue authority of all information pertaining to your use of the Electronic Filing Services. Using the system to prepare and submit your Transaction with state taxing authorities is subject to availability. Some Transactions may go through the Automated Clearing House (the "ACH"), and you agree that your Transactions will be governed by the ACH rules. You warrant to Intuit everything that Intuit must warrant as an ACH Originator, and you accept any liability you or Intuit may incur which is caused by your Transactions. If Intuit tells you that information concerning your Transactions has changed, you must use this corrected information in the future to initiate Transactions.

You authorize Intuit to send Transactions, electronically or by any other commercially accepted method, to the appropriate financial institution or taxing authority. You also authorize and direct the institution which holds your demand deposit account, identified when you sign up, or any other account you identify when using the Enhanced Payroll Service in the future ("Your Account(s)"), to charge each debit to Your Account(s) and pay that amount to the government agency. You authorize Intuit and its agents (if applicable) to enroll you with the appropriate taxing authorities for the purposes of e-filing and e-payment at our discretion. This authorization remains in effect until you notify Intuit that this authorization is revoked.

*Note: You understand that certain features in the payroll tax electronic filing and payment service may be in beta and are not final. As a result, the payroll tax electronic filing and payment service may contain errors, "bugs" and other problems which may result in the failure of your Transaction to be filed or paid with the appropriate taxing authority. You agree that Intuit may contact you in order to assist you with the service and to obtain information needed to determine and fix any error.

Satisfaction Guarantee. If You are not satisfied with the Basic or Enhanced Payroll Subscription and (a) You purchased the Subscription from a retail store, you may uninstall and delete all copies of the Software from your computer(s) and return it within 60 days of purchase to the store where you purchased your license with a dated receipt for a full refund of the purchase price. If the store is unable or unwilling to issue a refund or you obtained the Subscription directly from Intuit, you may uninstall and delete all copies of the Software and return the Software with a dated receipt or packing slip within 60 days of purchase via U.S. mail to Intuit Inc., Returns Department, PO Box 19004, Greenville, SC 29602-9004 or via UPS to Intuit Inc., Returns Department, 110 Hidden Lake Circle, Duncan, SC 29334; or (b) You obtained the Subscription directly from Intuit via an Internet download, you may submit a written request to Intuit including your name, contact and product order information to Intuit Inc., Returns Department, PO Box 19004, Greenville, SC 29602-9004.

Other Services. The use by you of the Payroll Services, including but not limited to, Direct Deposit may be subject to your acceptance of separate agreements in addition to the terms of this Agreement. Application forms and information to subscribe to the Direct Deposit services are provided through the Software. You may sign up to use the Direct Deposit option only if you are an active subscriber to the Services.

Active payroll subscribers may have access to additional Intuit offerings during the term of their subscription on a when-and-if available basis. Any additional Intuit offerings provided during the active subscription cease immediately when the active subscription terminates.

YOU ASSUME FULL RESPONSIBILITY FOR THE USE OF THE PAYROLL SERVICES TO ACHIEVE YOUR INTENDED PURPOSES, FOR THE PROPER INSTALLATION AND USE OF THE PAYROLL SERVICE AND FOR VERIFYING THE RESULTS OBTAINED FROM USE OF THE PAYROLL SERVICE. IN ADDITION TO THE OTHER DISCLAIMERS IN THIS AGREEMENT, INTUIT AND ITS SUPPLIERS DISCLAIM ANY WARRANTY THAT THE PAYROLL SERVICE WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION OF THE PAYROLL SERVICE WILL BE UNINTERRUPTED OR ERROR FREE.

(2) QuickBooks Assisted Payroll and Assisted Advantage Payroll Service ("Assisted Payroll"). (Not applicable for Software and Trial versions that do not include access to the QuickBooks Assisted Payroll Service and/or Direct Deposit Option). In order for you to calculate federal and state payroll taxes, you must have (i) registered the Software, (ii) have Internet access, and (iii) subscribe to the applicable Assisted Payroll service. You may subscribe to Assisted Payroll through the Software. From time to time you may need to install updates or upgrades (or allow Intuit to install them electronically) or purchase an upgrade version of the Software to continue using Assisted Payroll. All users in a multi-user environment must be using licensed copies of the same version year of the Software. You are solely responsible and liable for the security of and controlling any access to or use of any forms W-2 viewed and/or saved on your computer. You agree that Intuit is not and shall not be responsible for the accuracy of any forms W-2.

License Grant and Restrictions. Intuit grants you a limited non-exclusive license to use the tax tables, selected payroll tax forms, when available, and documentation within the United States, provided that you comply with all of the terms and conditions of this Agreement. You may only use or install updates to Assisted Payroll on the computer(s) used by the individual(s) for whom you have purchased a license to the Software.

Termination and Amendment. Your rights to the Assisted Payroll service subscription may be terminated by Intuit immediately and without notice if you fail to comply with any term or condition of this Agreement. Intuit shall have the right to change or add to the terms or conditions of Assisted Payroll at any time (provided that it is not Intuit's intent that such change substantially affect the license rights granted to you and for which consideration was paid by you), and to change the method of delivering or accessing Assisted Payroll and/or the subscription fee and to change, delete, discontinue or impose conditions on any feature or aspect of the Assisted Payroll service. Assisted Payroll does not include furnishing payroll advice, information regarding local taxes and certain state taxes. Service availability and additional terms and conditions of Assisted Payroll are provided within the QuickBooks Assisted Payroll Services Agreement.

You understand that if you subscribe to the Assisted Payroll and/or Do It Yourself Payroll service and you use the service to process payroll fraudulently, Intuit will share your name and other information we collect with similar payroll processors in an attempt to collect outstanding amounts you owe to Intuit and other payroll processors.

Satisfaction Guarantee. If You are not satisfied with the Assisted Payroll Subscription and (a) You obtained the Subscription directly from Intuit, you may uninstall and delete all copies of the Software and return the Software with a dated receipt or packing slip within 60 days from submission of your first payroll for a full refund of your sign-up fee and transaction fees via U.S. mail to Intuit Inc., Returns Department, PO Box 19004, Greenville, SC 29602-9004 or via UPS to Intuit Inc., Returns Department, 110 Hidden Lake Circle, Duncan, SC 29334; or (b) You obtained the Subscription directly from Intuit via an Internet download, you may submit a written request to Intuit including your name, contact and product order information to Intuit Inc., Returns Department, PO Box 19004, Greenville, SC 29602-9004.

(3) Upgrades and Updates. Certain versions of the Payroll Services include automatic future Upgrades (i.e., the most current version of the Software) on a when-and-ifavailable basis. If you are entitled to receive an Upgrade, you may be required to accept different software license terms and conditions.

If your Services subscription expires (for example you cancel or don't renew your subscription) or terminates (for example if Intuit is unable to debit your Card for the Service), Intuit has the right to withhold the shipment of Upgrades, and even if Intuit ships such Upgrades to you after your subscription has terminated or expired, you are not authorized to install such Upgrades. In addition, you will no longer be entitled to receive updates.

(4) Direct Deposit.

(a) Sign Up/Activation. In order for you to access the Direct Deposit service you must (i) have a valid subscription to the Software, and (ii) sign up for Direct Deposit. The Direct Deposit service will begin after Intuit receives and processes all the information, including any credit card or bank account information, requested by the sign up form. Processing your information may include submitting your sign up information to third parties such as your bank, credit reporting agencies and/or other agencies Intuit may use to validate your identity and/or credit history. We may also receive and review credit or similar reports on your business and its principals provided by such third parties. Therefore the information you provide Intuit must be accurate and complete or direct deposits may not be made, and we will be unable to perform the Direct Deposit service for you.

(b) Use and Restrictions. You may use Direct Deposit only for direct deposits payments to your employees for payroll purposes or to your vendors (including both 1099 and non-1099 vendors) (collectively, the "Payees"). You may fund your direct deposit payments to your Payees ("Payments") by initiating electronic withdrawals within the Software from the demand deposit account of the financial institution you identified on the sign up form ("Your Account"). You may identify other financial institutions in the future to fund the direct deposit payments to your Payees. Under certain circumstances Intuit may use wire draw down requests or other funding methods (collectively "Debits") to fund your direct deposits. Debits will also be initiated to pay fees for the Direct Deposit service and any adjustments to those fees. You will send Payments over the Internet in an online session (a "Transaction"). At the end of your Transaction, we will confirm that we have received it. Your Transaction will not be processed if you do not receive our confirmation before the Transaction is over. However, a confirmation does not mean that your Transaction is error-free, and if errors are detected later we may be unable to complete your Transaction. We will make reasonable efforts to tell you if we cannot complete your Transaction. Transactions taking place after certain processing deadlines may be considered to occur on the next business day.

Special processing fees may apply to some Transactions. We may establish certain security limits on Transactions we process, such as a maximum number or dollar amount of Transactions. We may change these limits from time to time and may choose not to disclose them.

The Direct Deposit service does not include access to the Internet for connecting to the Direct Deposit service, nor does it include furnishing advice of deductions or direct deposit to Payees. Optional special processing requests may be available as part of the Direct Deposit service for an additional charge.

(c) Licensee Responsibilities. You must send us your Transaction prior to the applicable processing lead time stated within the Service or your Transaction may not be processed. Typically, Payments must be submitted at least two business banking days before the due date. Intuit reserves the right to change these applicable processing lead times from time to time, and you should refer to the lead times stated within the Service for the most up to date information. Debits will be charged to Your Account one business banking day before the pay date of the applicable Payment and you must have sufficient funds in Your Account to fulfill your Transaction on that date. After that, no interest or earnings will accrue to you and Intuit will hold the money until the Payments are made. Once your Payments are complete and submitted you may recall and resubmit them until we send them to Automated Clearing House (the "ACH") network. You are solely responsible for verifying that all Payments have been received and are accurate. You must keep any payroll, vendor, tax or other records you need for reference, even though we may have information about the Payments in our files.

(d) Authorization and Agreement for Direct Payments (ACH Debits). You acknowledge and agree that (i) most Transactions will go through the Automated Clearing House (the "ACH"), (ii) your Transactions will be governed by the ACH rules, and (iii) the origination of ACH transactions to Your Account must comply with the provisions of U.S. law. You must indemnify and defend Intuit against any claims or lawsuits, including attorneys' fees that arise from or result from your Transactions. If Intuit tells you that an account number or other information concerning your Transactions has changed, you must use this corrected information to initiate future Transactions. You authorize Intuit to (a) initiate debit entries to Your Account and to debit the same to such account, and (b) send Transactions electronically or by any other commercially accepted method to Your Account. You authorize and direct the depository financial institution that holds Your Account to (x) charge each Debit to Your Account and pay that amount to Intuit, and (y) respond to inquiries from Intuit regarding your information and Your Account. This authorization will remain in full force and effect until Intuit has received written notification from you of its termination in such time and in such manner as to afford Intuit and the depository financial institution that holds Your Account a reasonable opportunity to act on it.

(e) Representations and Warranties. You represent and warrant to Intuit that (i) each person or entity to whom you send Payments has authorized the Payments and any necessary adjustments to be applied to his, her or its account, (ii) at the time any Payment is made you have no actual knowledge that the authorization has been revoked or terminated, (iii) your Payments comply with the laws that apply to them, (iv) that you have authorization to make withdrawals to Your Account and (vi) that all the information you provided to enter into the Agreement is true and correct.

(f) Password Security. You create or ask Intuit to issue a user ID and/or password to initiate Transactions. You are the only person authorized to use your user ID and/or password and for maintaining the confidentiality of your user ID and/or password. You shall not permit or allow other persons to have access to or use your user ID and/or password, except if you choose to share your user ID and/or password with your agents. You are responsible for the use of the Software and Direct Deposit service under your user ID and/or password. You authorize and direct Intuit and all impacted financial institutions to carry out all Transactions initiated with your user ID and/or password. If your password is compromised, you must change your password and notify Intuit immediately to prevent unauthorized use of your account.

(g) Your Account. Intuit may refuse to process your Transaction if it reasonably believes that Your Account balance is insufficient to cover the dollar amount of the Transaction or for any other reason Intuit deems reasonable. If any amount debited against you is dishonored or returned for any reason, such as, but not limited to, non-sufficient funds, account closed, inability to locate account, or reversal by you and/or your bank, Intuit may; a) reverse any corresponding credit issued to Intuit, you, your Payees or any other party without liability to you or any other party, (b) reverse direct deposit transactions, (c) refuse to perform further Services, (d) apply any money currently held by Intuit to any amount owed to Intuit by you, (e) charge you a one-time insufficient funds penalty fee, (f) report this information to any and all credit agencies and/or financial institutions and/or (g) immediately terminate this Agreement. Intuit may assess and collect interest at the rate of one and one-half percent (1.5%) per month (18% per annum) on any amounts owing and unpaid ten (10) days after demand. If further collection attempts are required, all Intuit's collections costs, including any costs associated with termination of this Agreement and including but not limited to, attorney fees, where permitted by law, will be charged to you. This section shall, to the extent applicable, survive the termination of this Agreement.

(h) General. Any sales, use or other taxes payable on the Direct Deposit service that we must pay will be collected in the same way your fees are paid. Intuit may review your use of the Direct Deposit service, your credit status or other factors periodically, including submitting your information to third parties such as your bank, credit reporting agencies and/or other agencies used to validate your identity and/or credit history, and/or reviewing credit or similar reports on your business and its principals provided by these third parties. Intuit may terminate your participation in the Direct Deposit service after such a review. If you (i) default in the payment of any sum of money hereunder, (ii) default in the performance of any other obligations under this Agreement, or (iii) commit an act of Bankruptcy or become the subject of any proceeding under the Bankruptcy Act or become insolvent, or if any substantial portion of your property becomes subject to levy, seizure, assignment, application for sale for or by any creditor or governmental agency, then, in any such event, Intuit, at its option, may, upon written notice thereof, (a) terminate the Agreement, (b) declare all amounts due and to become immediately due and payable and/or (c) require you to deposit an amount equal to its average future monthly or annual processing charges to prepay for any future processing.

(i) Termination. Your access to and use of the Direct Deposit service may be terminated by Intuit in accordance with the termination provisions in Sections 14 and B.4 of the Agreement. You may terminate your use of the Direct Deposit service by notifying us that you no longer wish to use the Direct Deposit service. Access to the Direct Deposit service will remain in effect until we have a reasonable opportunity to act on the notice. If you terminate the Direct Deposit service, no fees you have paid will be refunded.

(6) QuickBooks Employee Organizer. (Not applicable for Software and Trial versions that do not include access to the QuickBooks Employee Organizer). In order for you to access the Employee Organizer, you must (i) have registered the Software, (ii) have Internet access, and (iii) purchased the QuickBooks Employee Organizer ("Employee Organizer") separately. You may subscribe to the Employee Organizer through the Software by clicking on the appropriate Employee menu item from within the Software. The Employee Organizer will be enabled after we receive and process all the information requested, including your credit card or bank account information (if Intuit accepts this form of payment for the Employee Organizer). You must have a valid Card or sufficient funds in a U.S. checking or savings account (if Intuit accepts this form of payment for the Employee Organizer) to cover an electronic debit of the fee to purchase the Employee Organizer, except as described below. The information you provide must be accurate and complete.

Your initial purchase of the Employee Organizer includes a one-year subscription to the Employee Organizer Employment Regulations Update Service including the "Ask An Employment Question" e-mail inquiry service provided through CCH Incorporated ("Regulations Guide"). When you purchase the Employee Organizer and provide payment information, your Card or bank account (if Intuit accepts this form of payment for the Employee Organizer and/or the Regulations Guide) will be debited and will be automatically re-debited at the beginning of each subsequent one-year term subscription to the Regulations Guide at the then current subscription rate to maintain the Regulations Guide unless you notify us to cancel the Regulations Guide prior to the beginning of the new one-year term. If you cancel your subscription to the Regulations Guide you bear all risk for any inaccuracies, liability or penalties resulting from your use of any outdated information.

License Grant and Restrictions. If and when you (i) purchase the Employee Organizer and (ii) pay the appropriate subscription fee annually, Intuit grants you a limited non-exclusive license to use Regulations Guide within the United States, provided that you comply with all of the terms and conditions of this Agreement. You may not use the Regulations Guide except with the Software. You may only use or install updates to the Regulations Guide on the computer(s) used by individual(s) for whom you have purchased a license to the Software.

Termination and Amendment. Your rights to the Regulations Guide subscription may be terminated by Intuit immediately and without notice if you fail to comply with any term or condition of this Agreement or if Intuit is unable to debit your Card or your bank account (if Intuit accepts this form of payment for the Employee Organizer and/or the Regulations Guide) in accordance with this Agreement. If you do not renew your subscription to Employee Organizer, and/or Regulations Guide, or cancel your subscription or are terminated from service, you will still be able to use the Employee Organizer to access the data you have entered with respect to your employees on your currently installed version of the Software. However, if you install any subsequent updates to the Software, Employee Organizer shall be disabled and the data you have entered with respect to your employees will be rendered inaccessible.

Intuit shall have the right to change or add to the terms or conditions of this Agreement (provided that it is not Intuit's intent that such change substantially affect the license rights granted to you and for which consideration was paid by you), relating to the Employee Organizer, the Regulations Guide, the method of delivering or accessing the Regulations Guide, and the fees for the Employee Organizer and/or the Regulations Guide at any time and to change, delete, discontinue or impose conditions on any feature of aspect of the Employee Organizer and Regulations Guide. In this event you will receive notice of such change, typically via email or on www.quickbooks.com or such other site designated by Intuit. The Regulations Guide does not include access to the Internet, nor does it include furnishing of legal advice. The Employee Organizer and the Regulations Guide operate only with a compatible version of the Software; so from time to time you may need to install updates or upgrades (or allow Intuit to install them electronically) or purchase an upgrade version of the Software to continue using the service. All users in a multi-user environment must be using licensed copies of the same version of the Software. Your use of the Employee Organizer and/or the Regulations Guide indicates that you have read this Agreement and agree to its terms.

(7). THIRD PARTY NOTICES. The Software contains Adobe® Flash® Player software by Adobe Systems Incorporated, Copyright © 1995-2009 Adobe Macromedia Software LLC. All rights reserved. Adobe and Flash are trademarks of Adobe Systems Incorporated. Adobe software products are subject to the Adobe End User License Agreement found here: http://www.adobe.com/products/eulas/pdfs/Reader_Player_AIR_WWEULA-Combined-20080204_1313.pdf

Intuit is part of the PCI Security Standards Council, LLC (PCI SSC) Payment Application Data Security Standard Program. Acceptance of a given payment application by the (PCI SSC) only applies to the specific version of that payment application that was reviewed by a PA-QSA and subsequently accepted by PCI SSC (the "Accepted Version"). If any aspect of a payment application or version thereof is different from that which was reviewed by the PA-QSA and accepted by PCI SSC - even if the different payment application or version (the "Alternate Version") conforms to the basic product description of the Accepted Version - then the Alternate Version should not be considered accepted by PCI SSC, nor promoted as accepted by PCI SSC.

No vendor or other third party may refer to a payment application as "PCI Approved" or "PCI SSC Approved", and no vendor or other third party may otherwise state or imply that PCI SSC has, in whole or part, accepted or approved any aspect of a vendor or its services or payment applications, except to the extent and subject to the terms and restrictions expressly set forth in a written agreement with PCI SSC, or in a PA-DSS letter of acceptance provided by PCI SSC. All other references to PCI SSC's approval or acceptance of a payment application or version thereof are strictly and actively prohibited by PCI SSC.

When granted, PCI SSC acceptance is provided to ensure certain security and operational characteristics important to the achievement of PCI SSC's goals, but such acceptance does not under any circumstances include or imply any endorsement or warranty regarding the payment application vendor or the functionality, quality, or performance of the payment application or any other product or service. PCI SSC does not warrant any products or services provided by third parties. PCI SSC acceptance does not, under any circumstances, include or imply any product warranties from PCI SSC, including, without limitation, any implied warranties of merchantability, fitness for purpose or non-infringement, all of which are expressly disclaimed by PCI SSC. All rights and remedies regarding products and services that have received acceptance from PCI SSC, shall be provided by the party providing such products or services, and not by PCI SSC or any payment brands.

© 2011 Intuit Inc. All rights reserved.
Intuit Inc.
P. O. Box 7850
Mountain View, CA 94039-7850
Date: As of July 2011

2011 Software License Agreement for QuickBooks® Software and Intuit Payroll Services

A. INTUIT GENERAL TERMS. Thank you for selecting the software offered by Intuit Inc. and/or its subsidiaries ("Intuit," "we," "our" or "us"). This software license agreement together with Intuit's Privacy Statement provided to you on the website or documentation for the Intuit software you have selected and the Additional Terms and Conditions for the Services (collectively, the "Agreement") is a legal agreement between you ("you," "your," "licensee"), and Intuit. It gives you certain rights and responsibilities depending on the software license you selected, purchased or subscribed to as more fully described below (collectively, the "Software"). By clicking I AGREE, and/or accessing or using the Software, you indicate that you have read and understood and agree to be bound by the terms of this Agreement. If you do not agree to the terms of this Agreement, you are not granted any rights whatsoever in the Software, and you will not be able to access or use the Software. Your access to or use of the Software may also be subject to your acceptance of separate agreements with Intuit and / or third parties. This Agreement incorporates by reference applicable program, subscription, activation, ordering and pricing terms provided to you online or offline for the Software selected by you and for other Intuit products made available to you through this Software, which may be subject to change from time to time. These terms will also govern your continued purchase and use of the Software, including such additional Intuit internet based products made available to you through the Software you have selected.

1. LICENSE GRANT AND RESTRICTIONS. Subject to the terms and conditions of this Agreement, including the payment of any applicable fees, Intuit grants you a personal, limited, non-exclusive, non-transferable license, during the initial term and any renewal term or other period of use provided in the activation and ordering terms for the Software, to access and use the Software solely for the purpose described in the Intuit description for the Software, and, if applicable, solely by such number of authorized users for which the applicable fee has been paid by you.

In addition to the Software provided herein, the term Software includes any other programs, tools, components and any updates (for example, documentation, help content, bug fixes, or other information and releases) of the Software that Intuit provides or makes available to you.

Except as expressly allowed herein or by applicable law, you are not licensed or permitted under this Agreement to do any of the following and must not allow any third party to do any of the following: (i) access or attempt to access any other Intuit systems, programs or data that are not made available for public use; (ii) copy, reproduce, republish, upload, post, transmit, license, sublicense, modify or create derivative works based on the Software in whole or in part, resell or distribute in any way the Software; (iii) permit any third party to benefit from the use or functionality of the Software via a rental, lease, timesharing, service bureau, or other arrangement; iv) transfer any of the rights granted to you under this Agreement; (v) work around any technical limitations in the Software, use any tool to enable features or functionalities that are otherwise disabled in the Software, or decompile, disassemble, or otherwise reverse engineer the Software except as otherwise permitted by applicable law; (vi) perform or attempt to perform any actions that would interfere with the proper working of the Software, prevent access to or the use of the Software by Intuit's other licensees or customers, or impose an unreasonable or disproportionately large load on Intuit's infrastructure.

2. INTUIT SERVICES. You may be made aware of or offered services, features, products, applications, online communities, or promotions provided by Intuit ("Intuit Services"). If you decide to use Intuit Services, you may be subject to additional terms and conditions governing these Intuit Services and separate fees may apply. You acknowledge that in accessing certain Intuit Services you may upload or enter certain data from your account(s) such as names, addresses and phone numbers, purchases, and sales among others, to the Internet. You hereby grant Intuit permission to use information about your business and usage experience to enable us to provide the Intuit Services to you, including updating and maintaining your data, addressing errors or service interruptions, and to enhance the types of data and services Intuit may provide to you in the future. You also grant Intuit permission to combine your business data, if any, with that of others in a way that does not identify you or any individual personally to improve services and to compare business practices with other company standards. We may use your data to create, market or promote new Intuit offerings to you and others.

3. COMMUNICATION, CONDUCT, CONTENT. The Software may include a feature that allows you to exchange helpful information with other users of the Software and the public. Internet access is required to use these communication facilities. Please respect and interact with other users as you would in any public arena when using such features. You are responsible for exercising your judgment in evaluating and acting on (or ignoring) other users' communication sessions. Intuit does not endorse and is not responsible for the accuracy of the content in these facilities, and will not be liable for any damages incurred as a result of the submission, viewing or use of any such content. Users may post hypertext links to content hosted and maintained by third parties. Intuit has no obligation to monitor these linked sites, and is not responsible for them. Your access to any linked sites is at your own risk. Do not reveal information that you do not want to make public. You also agree to comply with applicable Intuit discussion board policies made available to you for the Software you have selected.

3.1 Your right to use the Software is personal to you (and your company and its employees, if permitted by Intuit). You are entirely responsible and liable for all information, data, text, software, music, sound, photographs, graphics, video, messages or other materials ("Content") uploaded, posted or stored by you using the Software. You shall not use the Software for any illegal purpose in violation of any local, state, federal or international law. You must provide all required and appropriate warnings, information and disclosure, comply with all applicable laws and regulations, and take all other required and appropriate actions (collectively, "Information and Actions") in connection with your use of the Software. If the Software does not provide adequate features for you to provide such Information and Actions, then do not use the Software. You agree that you will not use the Software to share, store, or in any way distribute financial data that is not in complete accordance with the law. Any users suspected of having financial information which involves fraud, embezzlement, money laundering, insider trading, support for terrorism, or any other activity proscribed by law may have their accounts terminated, their financial data erased, and they also may be reported to law enforcement officials in the appropriate jurisdictions. Intuit does not own and is not responsible for the Content or data you submit on the website. You are encouraged to archive your data regularly and frequently and you bear full responsibility for archiving your data and sole liability for any lost or irrecoverable data.

3.2 You agree to defend, indemnify and hold Intuit, its Suppliers as defined below, its corporate affiliates, officers, directors, employees, subsidiaries and agents, harmless from and against any and all third party claims, costs, damages, losses, liabilities and expenses (including reasonable attorneys fees) resulting from or arising out of a claim that your Content infringes or misappropriates the intellectual property rights, or otherwise violates any other right, of a third party or a claim resulting from or arising out of your breach or alleged breach of this Agreement.

3.3 You agree that you will not use the Software to upload, post, link to, publish, distribute, reproduce or transmit any of the following:

(i) Any unlawful, fraudulent, libelous, defamatory, obscene, pornographic, profane, threatening, abusive, hateful, offensive, inappropriate or otherwise objectionable information of any kind, including without limitation any transmissions constituting or encouraging conduct that would constitute an attack or "flaming" other participants, or would constitute a criminal offense, give rise to civil liability, or otherwise violate any local, state, federal or foreign law; or

(ii) Any Content or data to impersonate other individuals or falsely represent your identity or qualifications, or that constitutes a breach of any individual's privacy, including posting images about children or any third party without their consent (or a parent's consent in the case of a minor); or

(iii) Any advertisements, solicitations, chain letters, pyramid schemes, investment opportunities or schemes or other unsolicited commercial communication (except as otherwise expressly permitted by Intuit) or engage in spamming or flooding; or

(iv) Any information or software which contains a virus, trojan horse, worm or other disruptive or harmful component; or is obtained through the Software for commercial purposes (other than as expressly permitted by the provider of such information, software or other material); or

(v) Any information, software or other material obtained through the Software 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.

3.4 You agree that Intuit has the right to monitor the Software and Content 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 Software properly, or to protect itself or its users. Intuit will not intentionally disclose any private email message unless required by law. Intuit reserves the right to edit, refuse to post, remove or refuse to remove any information or materials, in whole or in part, that, in its sole discretion, is alleged to be unacceptable, undesirable, inappropriate or in violation of this Agreement.

4. TRIAL VERSIONS. If you are registered for a trial use of the Software, in connection with the foregoing license grant, you may use a copy of the trial version of the Software only for the amount of time specified in the Software or in the materials accompanying the Software; and in accordance with the license grant in Section 1, for a single user license. BY YOUR USE OF THE TRIAL VERSION OF THE SOFTWARE YOU UNDERSTAND AND AGREE THAT AFTER THE APPROXIMATE AMOUNT OF TIME SPECIFIED IN THE SOFTWARE OR IN THE MATERIALS ACCOMPANYING THE SOFTWARE, YOU MAY NOT BE ABLE TO CONTINUE TO ACCESS AND/OR USE SUCH TRIAL SOFTWARE OR ANY DATA YOU HAVE ENTERED INTO SUCH SOFTWARE UNLESS YOU PURCHASE THE APPROPRIATE FULL VERSION OF SUCH SOFTWARE.

5. FEES. If the Software is purchased by you on a payment or subscription basis, as selected by you, the following terms will apply to you. Payments are paid in U.S. dollars and credit cards will be charged in U.S. dollars unless otherwise indicated in additional product ordering and pricing terms provided to you for the Software you have selected. The Software will be deemed accepted by you upon acceptance of this Agreement for trial versions (if applicable) of the Software and upon acceptance of this Agreement and payment of the applicable fees and/or subscription fees for paid for versions of the Software. Access to the Software will begin (i) for trial versions after your acceptance of this Agreement and after Intuit receives and processes all the information requested in the registration process; and (ii) for paid versions after your acceptance of this Agreement and after Intuit receives and processes all the information, including the credit card or bank account information requested by the registration or ordering process. You must have a valid credit card or a valid debit card acceptable to Intuit with an appropriate logo ("Card") or sufficient funds in a checking or savings account to cover an electronic debit of the fees to obtain access to the Software. The payment information you provide must be accurate, current and complete, and you agree to notify us promptly of any change in the payment information. When you subscribe and provide payment information, your Card or bank account will be debited, and will be automatically re-debited at the beginning of each applicable monthly or one-year subscription term ("Renewal Term") at the then-current subscription rate to maintain access to the Software. Cancellation and renewal terms may be supplemented by program terms provided to you in writing or on the website for the Software you have selected.

6. RESERVATION OF RIGHTS AND OWNERSHIP. The Software is licensed not sold, and Intuit reserves all rights not expressly granted to you in this Agreement. The Software is protected by copyright, trade secret and other intellectual property laws. Intuit and its licensors own the title, copyright, and other worldwide intellectual property rights in the Software and all copies of the Software. This Agreement does not grant you any rights to trademarks or service marks of Intuit. This Agreement does not limit any rights that Intuit may have under trade secret, copyright, patent or other laws.

7. REGISTRATION. Your registration information to use the Software must be (i) accurate, current and complete as prompted in the sign-up process (the "Registration Data"), and (ii) maintain and promptly update the Registration Data to keep it accurate, current and complete. If you provide any Registration Data that is inaccurate, not current or incomplete, or Intuit has reasonable grounds to suspect is inaccurate, not current or incomplete, Intuit may, in its sole discretion, suspend or terminate your account and refuse any and all current or future access to and use of the Software (or any portion thereof).

8. PRIVACY For details about Intuit's privacy policies, please refer to the Intuit Privacy Statement on the Intuit website relating to the Software product you selected. You agree to be bound by the applicable Intuit privacy policy, as it may be amended from time to time in accordance with its terms. Most importantly, you agree:

  • To Intuit maintaining your data according to the Intuit Privacy Statement, as part of the Software.
  • To give Intuit permission to aggregate your uploaded, non-personally identifiable account data with that of other users of the Software. By way of example, this means that Intuit may use that aggregated data to improve products, services, design promotions, or provide ways for you to compare business practices with other users.
  • Intuit is a global company and may access or store personal information in multiple countries, including countries outside of the European Union that may be deemed to have inadequate protections. When you agree to these this Agreement, you agree to this practice.

9. FEEDBACK. Intuit may provide you with a mechanism to provide feedback, suggestions and ideas, if you choose, about its online products and services (Feedback). You agree that Intuit may, in its sole discretion, use the Feedback you provide to Intuit in any way, including in future modifications of the Software, multimedia works and/or advertising and promotional materials relating thereto. You hereby grant Intuit a perpetual, worldwide, fully transferable, sub-licensable (through multiple tiers), non-revocable, fully paid-up, royalty free license to use, modify, create derivative works from, distribute, display and otherwise exploit, any information you provide to Intuit in the Feedback.

10. DISCLAIMER OF WARRANTIES. THE SOFTWARE AND ANY CONTENT ACCESSIBLE THROUGH THE SOFTWARE ARE PROVIDED "AS-IS" AND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, INTUIT, ITS AFFILIATES, LICENSORS, PARTICIPATING FINANCIAL INSTITUTIONS, THIRD-PARTY CONTENT AND SERVICE PROVIDERS, DISTRIBUTORS, DEALERS AND SUPPLIERS (COLLECTIVELY, "SUPPLIERS") DISCLAIM ALL GUARANTEES AND WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, REGARDING THE SOFTWARE, CONTENT, AND RELATED MATERIALS, INCLUDING ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, TITLE, MERCHANTABILITY, NON-INTERFERENCE OR NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS AND SIMILAR LAWS OF ANY JURISDICTION. INTUIT AND ITS SUPPLIERS DO NOT WARRANT THAT THE SOFTWARE, THIRD PARTY SERVICES OR ANY ONLINE SERVICES ARE SECURE OR FREE FROM BUGS, VIRUSES, INTERRUPTION, OR ERRORS, OR THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS. FURTHER, INTUIT DOES NOT WARRANT ACCESS TO THE INTERNET OR TO ANY OTHER SERVICE OR CONTENT OR DATA THROUGH THE SOFTWARE OR CONTINUED ACCESS TO THE TRIAL VERSION OF THE SOFTWARE OR TO THE DATA ENTERED INTO THE TRIAL VERSION OF THE SOFTWARE AFTER THE TRIAL PERIOD OF TIME IS OVER (IF APPLICABLE). SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE.

THE SOFTWARE IS DESIGNED TO OPERATE AND PROVIDE INFORMATION WITH THE UNDERSTANDING THAT INTUIT AND ITS SUPPLIERS ARE NOT ENGAGED IN RENDERING LEGAL, ACCOUNTING OR OTHER PROFESSIONAL SERVICE. IF LEGAL ADVICE OR OTHER EXPERT ASSISTANCE IS REQUIRED, THE SERVICE OF A COMPETENT PROFESSIONAL SHOULD BE SOUGHT. INTUIT EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES THAT YOUR USE OF THE SOFTWARE WILL SATISFY ANY STATUTORY OR REGULATORY OBLIGATIONS, OR WILL ASSIST WITH, GUARANTEE OR OTHERWISE ENSURE COMPLIANCE WITH ANY APPLICABLE LAWS OR REGULATIONS, INCLUDING BUT NOT LIMITED TO THE HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT OF 1996 (HIPAA), THE GRAMM-LEACH-BLILEY ACT OF 1999, THE SARBANES-OXLEY ACT OF 2002, OR OTHER FEDERAL OR STATE STATUTES OR REGULATIONS. YOU ARE SOLELY RESPONSIBLE FOR ENSURING THAT YOUR USE OF THIS SOFTWARE, RELATED SERVICES OR CONTENT IS IN ACCORDANCE WITH APPLICABLE LAW. IT IS YOUR RESPONSIBILITY TO KEEP ABREAST OF CHANGES IN LAWS, REGULATIONS AND ACCOUNTING PRACTICES THAT AFFECT YOU AND YOUR BUSINESS.

11. LIMITATION OF LIABILITY AND DAMAGES. IN NO EVENT WILL INTUIT BE LIABLE FOR ANY LOSS, COST, LIABILITY OR DAMAGE INCURRED AS A RESULT OF YOUR RECEIPT OF OR PARTICIPATION IN THIRD PARTY SERVICES. THE ENTIRE CUMULATIVE LIABILITY OF INTUIT AN ITS AFFILIATES AND ITS SUPPLIERS FOR ANY REASON ARISING FROM OR RELATING TO THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT PAID BY YOU TO INTUIT FOR THE SOFTWARE IN THE 12 MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM, UNLESS OTHERWISE SEPARATELY AGREED BY INTUIT IN WRITING. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, INTUIT, ITS AFFILIATES AND ITS SUPPLIERS SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OR FOR ANY DAMAGES RELATING TO LOSS OF BUSINESS, TELECOMMUNICATION FAILURES, THE LOSS, CORRUPTION OR THEFT OF DATA, VIRUSES, SPYWARE, LOSS OF PROFITS OR INVESTMENT, TAX POSITIONS TAKEN BY YOU, USE OF THE SOFTWARE WITH HARDWARE OR OTHER SOFTWARE THAT DOES NOT MEET INTUIT'S SYSTEMS REQUIREMENTS OR THE LIKE, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF INTUIT, ITS AFFILIATES, ITS SUPPLIERS OR ITS REPRESENTATIVES 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. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN INTUIT AND YOU. INTUIT WOULD NOT HAVE PROVIDED THIS SOFTWARE WITHOUT SUCH LIMITATIONS.

12. CONSENT TO CONDUCT BUSINESS ELECTRONICALLY (CONSENT).

(a) Consent to Electronic Communications. Intuit may be required by law to send Communications to you that may pertain to the Software, the use of information you may submit to Intuit, and the Third Party Services you may choose. Additionally, certain of the Third Party Services you choose may require Communications with the third parties who administer these programs. You agree that Intuit, on behalf of itself, and others who administer such services (as applicable), may send Communications to you by email and/or may make Communications available to you by posting them at one or more of our sponsored websites, such as quicken.intuit.com, turbotax.intuit.com, quickbooks.intuit.com etc. You consent to receive these Communications electronically. The term Communications means any notice, record, agreement, or other type of information that is made available to you or received from you in connection with the Software and Third Party Services.

(b) Consenting to Do Business Electronically. The decision whether to do business electronically is yours, and you should consider whether you have the required hardware and software capabilities described below. Your consent to do business electronically and our agreement to do so covers all transactions you conduct through the Software for as long as you remain a licensee of the Software.

(c) Hardware and Software Requirements. In order to access and retain an electronic record of Communications, you will need: a computer, a monitor, a connection to an Internet service provider, Internet browser software that supports 128-bit encryption, and an e-mail address. By selecting the "I AGREE" button, you are confirming to us that you have the means to access, and to print or download, Communications. We do not provide ISP services. You must have your own Internet service provider.

(d) Communications Choices. Please review the Privacy statement provided on the Software website to review your communication choices.

13. AMENDMENT. Please review the Agreement periodically on the Software website provided to you for additional terms and changes. Intuit has the right to change or add to the terms of this Agreement, and to change, delete, discontinue, or impose conditions on any feature or aspect of the Software, including but not limited to, terms, Internet based services, pricing, technical support options, and other product-related policies, at any time upon notice by any means Intuit determines in its discretion to be reasonable, including posting information concerning such change on any Intuit sponsored website. Your continued use of the Software after Intuit's publication of any such changes shall constitute your acceptance of this Agreement as modified.

14. TERMINATION Your rights under this Agreement may be terminated or suspended by Intuit immediately and without notice if you or any of your authorized users fail to comply with any term or condition of this Agreement or you no longer consent to receive Electronic Communications in accordance with Section 12. Upon termination you must immediately cease using the Software. Any termination of this Agreement shall not affect Intuit's rights hereunder. If you choose to cancel your access to the Software or any part thereof, you must do so in accordance with the activation and ordering terms for the specific Software product you have selected.

15. THIRD PARTY SERVICES. In connection with your use of the Software, you may be made aware of services, products, offers and promotions provided by third parties, and not by Intuit ("Third Party Services"). If you decide to use Third Party Services, you are responsible for reviewing and understanding the terms and conditions as well as any fees, if any, governing any Third Party Services. You authorize Intuit to use and disclose your contact information, including name and address, for the purpose of making the Third Party Services you choose available to you. You agree that the third party, and not Intuit, is responsible for the performance of the Third Party Services. The Software may contain or reference links to websites operated by third parties ("Third Party Websites"). These links are provided as a convenience only. Intuit is not responsible for the content of any Third Party Website or any link contained in a Third Party Website. Intuit does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third Party Websites, and the inclusion of any link in the Software is not and does not imply an affiliation, sponsorship, endorsement, approval, investigation, verification or monitoring by Intuit of any data contained in, or any services made available through, any Third Party Website. In no event will Intuit be responsible for the information contained in such Third Party Website or for Licensees use of or inability to use such website. Access to any Third Party Website is at your own risk, and you acknowledge and understand that linked Third Party Websites may contain terms and privacy policies as well as fees that are different from those of Intuit. Intuit is not responsible for such provisions, and expressly disclaims any liability for use of such Third Party Services and Third Party Websites.

16. U.S. GOVERNMENT. The Software is a "commercial item," as that term is defined at 48 C.F.R. 2.101 (OCT 1995), consisting of "commercial computer software" and "commercial computer software documentation." All U.S. Government End Users acquire the Intuit Software with only those rights set forth herein.

17. EXPORT RESTRICTIONS. You acknowledge that the Software is subject to the U.S. export controls regulations administered by the U.S. Dept. of Commerce (15 CFR, Chapter VII) and that you will comply with all applicable laws and regulations. You will not export or re-export the Software, or portion thereof, directly or indirectly, in violation the U.S. export administration laws and regulations to any country or end user; or to any 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 acknowledge that this Software may include technical data subject to such U.S. export regulations.

18. MISCELLANEOUS. This Agreement is the complete agreement between you and Intuit and sets forth the entire liability of Intuit, its affiliates and its Suppliers and your exclusive remedy with respect to the Software and its use. Any modification or waiver of the terms herein must be in a writing signed by an authorized representative of Intuit and expressly referencing the applicable provisions of this Agreement. If any provision of this Agreement 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 under applicable law, and the remaining provisions will continue in full force and effect. This Agreement may not be assigned by you without the prior written approval of Intuit, but may be assigned without your consent by Intuit to (a) a parent or direct or indirect subsidiary, (b) in an acquisition of the assets including the Software, in whole or in part, (c) a successor by merger. Any assignment in violation of this Section will be void. This Agreement will be governed by California law, without regard to its conflicts of law principles, and applicable federal law. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. The parties hereby consent to the exclusive jurisdiction and venue in the state courts in Santa Clara County, California or federal court for the Northern District of California.

B. ADDITIONAL TERMS AND CONDITIONS FOR THE SOFTWARE, ADD-ON PRODUCTS AND RELATED SERVICES

Your use of the Software, Add-On Products and related Services provided by Intuit are subject to the General Terms above and including these Additional Terms and Conditions which govern your use of the Software, Add-on Products and related Services indicated below. These Additional Terms and Conditions shall prevail over any conflict or inconsistency with the General Terms above.

1. LICENSE GRANT AND RESTRICTIONS. Intuit Inc. ("Intuit", "us", "we", "our") grants you ("you" and "your" means you or the legal entity identified in the registration process that you are authorized to represent and on whose behalf the Software is licensed) the following rights provided that you comply with all of the terms and conditions of this Agreement. (i) Single User License and Single User Add On Pack Purchasers. You may: (a) install the Software on one computer for access and use by only one specific person; and (b) install the Software on one additional computer (e.g., a laptop that you own and use in your business or a home computer that you own and use in your business), so long as only the same specific person accesses and uses the Software. If you purchased a valid license for the Software and received an Authentic Intuit CDROM, such CDROM is your backup copy of the Software. If you purchased a valid license and received the Software pre-installed on a new computer or through an electronic download, you may make one backup copy of the Software, but only for the purpose of reinstalling the Software, if needed, on the single computer or additional computer referenced in (a) and (b) above. You are not allowed to make copies of the printed materials accompanying the Software, if any, or print multiple copies of any user documentation.

(ii) Multi User License and Multi User Add On Pack Purchasers. You may: (a) install the Software on the number of computers equal to the number of user licenses you purchased; (b) access and use the Software solely by the number of specific persons corresponding to the number of user licenses you purchased, with no substitution of such users (for example, if you purchased a 3 user license pack and you have 10 employees in your company, the original 3 specific persons who were initially provided with access to and use of the Software, are the only persons licensed to use the Software unless you purchase additional licenses; (c) place a copy of your software data files on a network for access by licensed users; (d) install the Software on 1 additional computer above the number of the license(s) you purchased, solely to accompany your software data file, and not for use of the Software by another user; and (e) for each user license you purchased, make one copy of the printed materials accompanying the Software, if any, or print one copy of any online user documentation solely for use by licensed users. Notwithstanding (b) above, you may replace a specific user if such user leaves and must be replaced with a new employee.

You are not licensed or permitted under this Agreement to do any of the following: (a) modify, adapt, translate, rent or sublicense (including offering the Software to third parties on an applications service provider or time-sharing basis); (b) assign, loan, resell, transfer or distribute the Software, CDROM(s), or related materials or create derivative works based upon the Software or any part thereof; (c) network the Software, except that you may network your company data file as outlined in Section B.1.(ii) above if you have purchased the multi-user license version; and (d) copy the Software in whole or part, except as expressly stated in (i), (ii), or (iii) above, or use trade secret information contained in the Software, to develop software to interface with the Software. You agree not to (and not to permit others to): (i) decompile, disassemble, or otherwise reverse engineer the Software, except as otherwise expressly permitted by applicable law; or (ii) remove, alter or obscure any confidentiality or proprietary rights notices (including copyright notices) of Intuit or its licensors on or within the Software or any copies of the Software. All license transfers are subject to written approval by Intuit and may be subject to a transfer fee determined by Intuit in its sole discretion. If your company is, or substantially all of its assets are, acquired by or merged into another company or sole proprietorship, please contact Intuit at transferlicense@intuit.com regarding transferring your license to the new company.

(iii) Unlock License. If you elect to convert from one version of the Software to another (e.g., from the Trial version to the Single User version, from Simple Start to Pro, from Pro to Premier, etc.) using the unlock purchase process within the Software, your use of the new unlocked version of the Software must be in accordance with the terms and conditions of this Agreement. Once you have unlocked such version, you may no longer use the original version of the Software on any computer.

(iv) If you purchased a subscription license to the Software, the terms of this Agreement, as supplemented by the terms of the subscription, will govern your use of the Software and provided that the duration of such license will be based on the subscription model you have elected.

In addition to the QuickBooks software, the term "Software" includes any other programs, tools, applications, internet-based services, components and any "updates" (for example, Software maintenance, service information, help content, bug fixes, or maintenance releases etc.) of the Software that Intuit provides or makes available to you after the date you obtained your initial copy of the Software. You are entitled to download updates to the Software that Intuit generally makes available to other users of the Software. However, Upgrades (as defined in Section B.6.(3)) to the Software are only made available to subscribers of specified Payroll Services as set forth in Section B.6.(3). Certain Software may be accompanied by, and will be subject to, additional terms and fees may apply.

2. ADDITIONAL TERMS.

A. Timer Program. You may use the Timer program (if available) included with the Software (does not apply to QuickBooks for Mac My Time application), on all computers used in your business and may make the number of copies of the Timer program required for this purpose. QuickBooks for Mac My Time application can be installed on one machine only and will track time for a single user. My Time application does not require installation on the same machine as QuickBooks for Mac. Data can be imported into QuickBooks 2010 for Mac or higher.

B. Data Files Transfer to QuickBooks Online. If available, you may have the option for a limited transfer of data files from select versions of the Software to select versions of QuickBooks Online financial software ("QBO") (see materials accompanying the Software for details). Once the data files are transferred from the Software to QBO, the Terms of Service for QBO shall apply to your use of QBO.

C. Registration; Other Restrictions. The Software includes required registration, so you agree that you must register the Software with Intuit within the amount of time specified by the Software, otherwise you will not be able to continue to use of the Software. You agree to keep your registration information accurate and complete and promptly update your registration data with us as necessary to keep it accurate, current and complete. We protect your registration information according to our privacy policies which can be found by clicking http://smallbusiness.intuit.com/small-business/privacy/index.jsp or the privacy policy link on the Intuit website relating to the Software product you purchased. Enabling others to use your license number(s), product number(s), and validation number(s), if any, is strictly prohibited.

D. Software Updates and Programs. If and when you connect to the Internet and use the Software, Intuit may also include updates in the transmission or install programs you may have requested.

E. Help and Support. Intuit may use a variety of methods (e.g., in-product, Internet, chat, e-mail and phone) to provide technical support and customer service in connection with the Software and Intuit Services. The terms and conditions governing the offering of this support, some of which require the payment of an additional fee, are subject to change as announced by Intuit from time to time. Consult the QuickBooks Support Web site (currently, http://support.quickbooks.intuit.com/support/default.aspx?lid=site_header) for the most up-to-date information relating to this support and any associated charges, as well as updates to the Software. By using QuickBooks support, you authorize Intuit to collect certain company data files in order to provide you with a better customer support experience.

F. QuickBooks Form Designs If you obtain any images from Intuit to be used as forms "backgrounds" in the QuickBooks Forms Customization feature (additional fees apply), you understand and agree that such designs may only be used with your QuickBooks forms. For example, you are authorized to use these images on QuickBooks forms that you print or email. You may also order matching business cards and other promotional print items that Intuit offers. You may also customize QuickBooks forms with these images on behalf of your clients who use QuickBooks. However you may not resell these images nor use them for any other purposes, including use on third party generated materials such as forms, web-based materials, or other custom printed business identity products.

3. SATISFACTION GUARANTEED/LIMITED WARRANTY.

(i) Satisfaction Guarantee. If you are not satisfied with the Software and (a) You purchased the Software from a retail store, you may uninstall and delete all copies of the Software from your computer(s) and return it within 60 days of purchase to the store where you purchased your license with a dated receipt for a full refund. If the store is unable or unwilling to issue a refund or you obtained the Software directly from Intuit, you may uninstall and delete all copies of the Software and return the Software with a dated receipt or packing slip within 60 days of purchase via U.S. mail to Intuit Inc., Returns Department, PO Box 19004, Greenville, SC 29602-9004 or via UPS to Intuit Inc., Returns Department, 110 Hidden Lake Circle, Duncan, SC 29334. (b) You obtained the Software directly from Intuit via an Internet download, you may submit a written request to Intuit including your name, contact and product order information to Intuit Inc., Returns Department, PO Box 19004, Greenville, SC 29602-9004. (c) The Software was pre-installed on your computer when you bought it, or if CDROMs came packaged with your computer at no extra charge, follow the manufacturer's applicable return policy; or (d) You obtained the Software by downloading it on your computer, contact the provider of the download site.

(ii) Limited Warranty. (a) If the CDROM on which the Software is stored is defective, then return the CDROM to Intuit Inc., Returns Department, PO Box 19004, Greenville, SC 29602-9004 within 60 days of shipment (or in the case of a retail purchase, within 60 days of purchase) with a dated receipt or packing slip, and a replacement CDROM will be mailed to you; (b) If more than 60 days has elapsed from the purchase date and the CDROM is defective and you would like a replacement while that version is still commercially available, you may obtain a replacement by sending your defective CDROM and a check for the applicable amount published by Intuit (additional fees may apply per replacement), plus applicable taxes, to Intuit at the address listed above. (For all orders shipped within the U.S., please add all applicable shipping and handling charges, state and local sales tax as well as tax on shipping and handling based on your shipping address); (c) If the Software was pre-installed on your computer when you bought it, or if CDROMs came packaged with your computer at no extra charge, and the Software is defective or was installed improperly, you may obtain replacement CDROMs from the company that manufactured your computer, at its option, by sending your request stating the nature of the problem, plus a copy of your dated receipt for the computer on which the Software was installed, to the manufacturer of the computer; or (d) If you obtained the Software by downloading it on your computer and the Software installed improperly, contact the provider of the download site.

4. TERMINATION.

The Intuit Software is subject to Intuit's discontinuation policy and Intuit reserves the right to discontinue all support for the Intuit Software, and/or for any features, online or other services or content accessible through the Intuit Software in accordance with its current discontinuation policy. If the Intuit Software offers services that require a connection to an Intuit server (including Internet-based services), such as downloading financial data from a participating bank, credit union, credit card, brokerage, mutual fund accounts, online bill paying, and downloading stock/fund quotes and news, such services may expire in accordance with Intuit's current discontinuation policy.

Intuit's current discontinuation policy is to provide support for the Intuit Software and for online and other services or content accessible through the Intuit Software for the most current version of the Intuit Software plus the prior two years' versions . More information about the discontinuation policy relating to the Intuit Software is available at http://support.quickbooks.intuit.com/support/DiscontinuationPlan.aspx.

5. HEALTH INFORMATION AND PRIVACY. If you intend to use the Software, related services and content in conjunction with the medical or health information of particular individuals, you acknowledge and agree that the Software, related services and content are not "HIPAA-ready" or "HIPAA-compliant" and will not assist with or ensure compliance with HIPAA, and that you are solely responsible for using the Software, related services and content in a manner consistent with all applicable federal and state privacy laws relating to medical or health information.

6. TERMS FOR PAYROLL PRODUCTS AND SERVICES.

QuickBooks Payroll Subscription Services (together the "Payroll Services")

(1) QuickBooks Basic Payroll, Standard Payroll, Enhanced Payroll, Enhanced Payroll for Accountants, and Enhanced Payroll Plus ("Basic", "Standard or Enhanced Payroll"). (Not applicable for Software and Trial versions that do not include access to the applicable Basic, Standard or Enhanced Payroll Service.) In order for you to calculate federal and state payroll taxes, you must (i) have registered the Software, (ii) have Internet access, and (iii) subscribe to the applicable Basic, Standard or Enhanced Payroll service. You may subscribe to the applicable Basic, Standard or Enhanced Payroll through the Software by clicking on the appropriate Employee menu item from within the Software. The applicable Basic, Standard or Enhanced Payroll service will begin after we receive and process all the information requested, including your credit card or bank account information. You must have a valid credit card or a valid debit card with a Visa or MasterCard logo ("Card") or sufficient funds in a U.S. checking or savings account to cover an electronic debit of the subscription fee to obtain the applicable Basic, Standard or Enhanced Payroll, except as described below. The information you provide must be accurate and complete. When you subscribe and provide payment information, your Card or bank account will be debited and will be automatically re-debited at the beginning of each applicable monthly or one-year subscription term of the Basic, Standard or Enhanced Payroll ("Renewal Term") at the then current subscription rate to maintain the Basic, Standard or Enhanced Payroll service. You may notify us to cancel the Basic, Standard or Enhanced Payroll service prior to the beginning of each Renewal Term. If, during a Renewal Term, the Basic, Standard or Enhanced Payroll service for your version of the Software is discontinued by us, Intuit shall refund to you the prorated amount of the subscription fee for the period of time you were unable to use the Basic, Standard or Enhanced Payroll.

Basic, Standard and Enhanced Payroll purchased at retail will begin after you activate Basic, Standard or Enhanced Payroll, which activation must be no later than ninety (90) days from purchase or the date marked on the outside of your QuickBooks Payroll box, whichever is earlier.

For each registered copy of the Software, you must purchase a separate subscription for Basic, Standard or Enhanced Payroll. For the purposes of Basic, Standard or Enhanced Payroll subscriptions, a QuickBooks Simple Start, QuickBooks Pro, QuickBooks Premier Multi-user pack, or an Enterprise Solutions Business Management Software user pack is considered a single registered copy of the Software. If you are using one of the aforementioned versions of the Software, you will need only one subscription to the applicable Basic, Standard or Enhanced Payroll service.

We strongly recommend you connect to Basic, Standard or Enhanced Payroll to validate your subscription and receive the most current payroll tax updates at least once every 45 days. Failure to update within 45 days may result in inaccurate withholding from payroll and you hereby assume any and all liability resulting from any inaccurate withholding resulting from a failure to update. Also, as a safety measure, and due to the changes in payroll tax rates, if your subscription to the Basic, Standard or Enhanced Payroll Service expires, you will be unable to continue to process payroll using tax tables or tax forms in QuickBooks. In the event this occurs, connect with Basic, Standard or Enhanced Payroll, bring your subscription account current if necessary, get the latest payroll updates, and you will again be able to process payroll.

License Grant and Restrictions. If and when you subscribe to Basic, Standard or Enhanced Payroll and pay the applicable subscription fee, Intuit grants you a limited non-exclusive license to use the tax tables, selected payroll tax forms (for Standard and Enhanced Payroll only), when available, and documentation ("Payroll Updates") within the United States, provided that you comply with all of the terms and conditions of this Agreement. You may not use the Payroll Updates except with the Software. You may only use or install updates to Basic, Standard or Enhanced Payroll on the computer(s) used by individual(s) for whom you have purchased a license to the Software. You may not process payroll for any other person, company or legal entity without a valid subscription to the Enhanced Payroll for Accountants payroll service.

Certain Basic, Standard or Enhanced Payroll services may have restrictions on the number of employees for whom payroll can be processed. When you purchase an employee-limited service, the service will allow you to process payroll for up to a certain number of employees. If you wish to process payroll for more employees, you may be required to choose a higher level of service or pay an additional fee. If you wish to process payroll for fewer employees, you must choose a lower level of service. "Employees" refers to all employees paid on the computer(s) used by the individual(s) for whom you have purchased a license to the Software. We may collect and make use of information about how many employees you pay and may suggest the right level of payroll service for you based on that information.

Termination and Amendment. Your rights to the Basic, Standard or Enhanced Payroll subscription may be terminated by Intuit immediately and without notice if you fail to comply with any term or condition of this Agreement or if Intuit is unable to debit your Card in accordance with this Agreement. Intuit shall have the right to change or add to the terms or conditions of the Basic, Standard or Enhanced Payroll service at any time (provided that it is not Intuit's intent that such change substantially affect the license rights granted to you and for which consideration was paid by you), and to change the method of delivering or accessing the Basic, Standard or Enhanced Payroll service and/or the subscription fee, and to change, delete, discontinue or impose conditions on any feature or aspect of the Basic, Standard or Enhanced Payroll service. In this event you will receive notice of such change, typically via email or on www.quickbooks.com. For the latest version of the terms or conditions of the Basic, Standard or Enhanced Payroll service, go to www.payroll.com, or such other site designated by Intuit. The Payroll Service does not include access to the Internet for connecting to Basic, Standard or Enhanced Payroll, nor does it include furnishing advice of deductions. Basic, Standard or Enhanced Payroll does not include information regarding selected local and state taxes. Basic, Standard or Enhanced Payroll operates only with a compatible version of the Software; so from time to time you may need to install updates or upgrades (or allow Intuit to install them electronically) or purchase an upgrade version of the Software to continue using Basic, Standard or Enhanced Payroll. All users in a multi-user environment must be using valid licensed copies of the same version year of the Software.

Electronic Filing and Payment of Payroll Tax for Enhanced Payroll. You must have a supported version of QuickBooks and a current subscription to Enhanced Payroll in order to electronically file and pay your payroll taxes ("Transaction") using QuickBooks. If you choose to file and/or pay your Transaction electronically, it will be forwarded to Intuit's Electronic Filing Center where Intuit will convert it to a standardized format and transmit it to the applicable federal and/or state taxing authority (the "Electronic Filing Services"). You are responsible for verifying the status of your Transaction to confirm that it has been received and accepted by the applicable taxing authority, and if necessary, for filing and paying it manually in the event that the taxing authority rejects your Transaction (e.g., incorrect bank account number, invalid pin, duplicate payment). Except to the extent required by applicable law, Intuit has no obligation to store, maintain or provide to you any information you provide to Intuit, and you agree to print and save a copy of your Transaction for your records. By using this system to prepare and submit your Transaction, you consent to the disclosure to the IRS and any other tax or revenue authority of all information pertaining to your use of the Electronic Filing Services. Using the system to prepare and submit your Transaction with state taxing authorities is subject to availability. Some Transactions may go through the Automated Clearing House (the "ACH"), and you agree that your Transactions will be governed by the ACH rules. You warrant to Intuit everything that Intuit must warrant as an ACH Originator, and you accept any liability you or Intuit may incur which is caused by your Transactions. If Intuit tells you that information concerning your Transactions has changed, you must use this corrected information in the future to initiate Transactions.

You authorize Intuit to send Transactions, electronically or by any other commercially accepted method, to the appropriate financial institution or taxing authority. You also authorize and direct the institution which holds your demand deposit account, identified when you sign up, or any other account you identify when using the Enhanced Payroll Service in the future ("Your Account(s)"), to charge each debit to Your Account(s) and pay that amount to the government agency. You authorize Intuit and its agents (if applicable) to enroll you with the appropriate taxing authorities for the purposes of e-filing and e-payment at our discretion. This authorization remains in effect until you notify Intuit that this authorization is revoked.

*Note: You understand that certain features in the payroll tax electronic filing and payment service may be in beta and are not final. As a result, the payroll tax electronic filing and payment service may contain errors, "bugs" and other problems which may result in the failure of your Transaction to be filed or paid with the appropriate taxing authority. You agree that Intuit may contact you in order to assist you with the service and to obtain information needed to determine and fix any error.

Satisfaction Guarantee. If You are not satisfied with the Basic or Enhanced Payroll Subscription and (a) You purchased the Subscription from a retail store, you may uninstall and delete all copies of the Software from your computer(s) and return it within 60 days of purchase to the store where you purchased your license with a dated receipt for a full refund of the purchase price. If the store is unable or unwilling to issue a refund or you obtained the Subscription directly from Intuit, you may uninstall and delete all copies of the Software and return the Software with a dated receipt or packing slip within 60 days of purchase via U.S. mail to Intuit Inc., Returns Department, PO Box 19004, Greenville, SC 29602-9004 or via UPS to Intuit Inc., Returns Department, 110 Hidden Lake Circle, Duncan, SC 29334; or (b) You obtained the Subscription directly from Intuit via an Internet download, you may submit a written request to Intuit including your name, contact and product order information to Intuit Inc., Returns Department, PO Box 19004, Greenville, SC 29602-9004.

Other Services. The use by you of the Payroll Services, including but not limited to, Direct Deposit may be subject to your acceptance of separate agreements in addition to the terms of this Agreement. Application forms and information to subscribe to the Direct Deposit services are provided through the Software. You may sign up to use the Direct Deposit option only if you are an active subscriber to the Services.

Active payroll subscribers may have access to additional Intuit offerings during the term of their subscription on a when-and-if available basis. Any additional Intuit offerings provided during the active subscription cease immediately when the active subscription terminates.

YOU ASSUME FULL RESPONSIBILITY FOR THE USE OF THE PAYROLL SERVICES TO ACHIEVE YOUR INTENDED PURPOSES, FOR THE PROPER INSTALLATION AND USE OF THE PAYROLL SERVICE AND FOR VERIFYING THE RESULTS OBTAINED FROM USE OF THE PAYROLL SERVICE. IN ADDITION TO THE OTHER DISCLAIMERS IN THIS AGREEMENT, INTUIT AND ITS SUPPLIERS DISCLAIM ANY WARRANTY THAT THE PAYROLL SERVICE WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION OF THE PAYROLL SERVICE WILL BE UNINTERRUPTED OR ERROR FREE.

(2) QuickBooks Assisted Payroll and Assisted Advantage Payroll Service ("Assisted Payroll"). (Not applicable for Software and Trial versions that do not include access to the QuickBooks Assisted Payroll Service and/or Direct Deposit Option). In order for you to calculate federal and state payroll taxes, you must have (i) registered the Software, (ii) have Internet access, and (iii) subscribe to the applicable Assisted Payroll service. You may subscribe to Assisted Payroll through the Software. From time to time you may need to install updates or upgrades (or allow Intuit to install them electronically) or purchase an upgrade version of the Software to continue using Assisted Payroll. All users in a multi-user environment must be using licensed copies of the same version year of the Software. You are solely responsible and liable for the security of and controlling any access to or use of any forms W-2 viewed and/or saved on your computer. You agree that Intuit is not and shall not be responsible for the accuracy of any forms W-2.

License Grant and Restrictions. Intuit grants you a limited non-exclusive license to use the tax tables, selected payroll tax forms, when available, and documentation within the United States, provided that you comply with all of the terms and conditions of this Agreement. You may only use or install updates to Assisted Payroll on the computer(s) used by the individual(s) for whom you have purchased a license to the Software.

Termination and Amendment. Your rights to the Assisted Payroll service subscription may be terminated by Intuit immediately and without notice if you fail to comply with any term or condition of this Agreement. Intuit shall have the right to change or add to the terms or conditions of Assisted Payroll at any time (provided that it is not Intuit's intent that such change substantially affect the license rights granted to you and for which consideration was paid by you), and to change the method of delivering or accessing Assisted Payroll and/or the subscription fee and to change, delete, discontinue or impose conditions on any feature or aspect of the Assisted Payroll service. Assisted Payroll does not include furnishing payroll advice, information regarding local taxes and certain state taxes. Service availability and additional terms and conditions of Assisted Payroll are provided within the QuickBooks Assisted Payroll Services Agreement.

You understand that if you subscribe to the Assisted Payroll and/or Do It Yourself Payroll service and you use the service to process payroll fraudulently, Intuit will share your name and other information we collect with similar payroll processors in an attempt to collect outstanding amounts you owe to Intuit and other payroll processors.

Satisfaction Guarantee. If You are not satisfied with the Assisted Payroll Subscription and (a) You obtained the Subscription directly from Intuit, you may uninstall and delete all copies of the Software and return the Software with a dated receipt or packing slip within 60 days from submission of your first payroll for a full refund of your sign-up fee and transaction fees via U.S. mail to Intuit Inc., Returns Department, PO Box 19004, Greenville, SC 29602-9004 or via UPS to Intuit Inc., Returns Department, 110 Hidden Lake Circle, Duncan, SC 29334; or (b) You obtained the Subscription directly from Intuit via an Internet download, you may submit a written request to Intuit including your name, contact and product order information to Intuit Inc., Returns Department, PO Box 19004, Greenville, SC 29602-9004.

(3) Upgrades and Updates. Certain versions of the Payroll Services include automatic future Upgrades (i.e., the most current version of the Software). If you are entitled to receive an Upgrade, you may be required to accept different software license terms and conditions.

If your Services subscription expires (for example you cancel or don't renew your subscription) or terminates (for example if Intuit is unable to debit your Card for the Service), Intuit has the right to withhold the shipment of Upgrades, and even if Intuit ships such Upgrades to you after your subscription has terminated or expired, you are not authorized to install such Upgrades. In addition, you will no longer be entitled to receive updates.

(4) Direct Deposit.

(a) Sign Up/Activation. In order for you to access the Direct Deposit service you must (i) have a valid subscription to the Software, and (ii) sign up for Direct Deposit. The Direct Deposit service will begin after Intuit receives and processes all the information, including any credit card or bank account information, requested by the sign up form. Processing your information may include submitting your sign up information to third parties such as your bank, credit reporting agencies and/or other agencies Intuit may use to validate your identity and/or credit history. We may also receive and review credit or similar reports on your business and its principals provided by such third parties. Therefore the information you provide Intuit must be accurate and complete or direct deposits may not be made, and we will be unable to perform the Direct Deposit service for you.

(b) Use and Restrictions. You may use Direct Deposit only for direct deposits payments to your employees for payroll purposes or to your vendors (including both 1099 and non-1099 vendors) (collectively, the "Payees"). You may fund your direct deposit payments to your Payees ("Payments") by initiating electronic withdrawals within the Software from the demand deposit account of the financial institution you identified on the sign up form ("Your Account"). You may identify other financial institutions in the future to fund the direct deposit payments to your Payees. Under certain circumstances Intuit may use wire draw down requests or other funding methods (collectively "Debits") to fund your direct deposits. Debits will also be initiated to pay fees for the Direct Deposit service and any adjustments to those fees. You will send Payments over the Internet in an online session (a "Transaction"). At the end of your Transaction, we will confirm that we have received it. Your Transaction will not be processed if you do not receive our confirmation before the Transaction is over. However, a confirmation does not mean that your Transaction is error-free, and if errors are detected later we may be unable to complete your Transaction. We will make reasonable efforts to tell you if we cannot complete your Transaction. Transactions taking place after certain processing deadlines may be considered to occur on the next business day.

Special processing fees may apply to some Transactions. We may establish certain security limits on Transactions we process, such as a maximum number or dollar amount of Transactions. We may change these limits from time to time and may choose not to disclose them.

The Direct Deposit service does not include access to the Internet for connecting to the Direct Deposit service, nor does it include furnishing advice of deductions or direct deposit to Payees. Optional special processing requests may be available as part of the Direct Deposit service for an additional charge.

(c) Licensee Responsibilities. You must send us your Transaction prior to the applicable processing lead time stated within the Service or your Transaction may not be processed. Typically, Payments must be submitted at least two business banking days before the due date. Intuit reserves the right to change these applicable processing lead times from time to time, and you should refer to the lead times stated within the Service for the most up to date information. Debits will be charged to Your Account one business banking day before the pay date of the applicable Payment and you must have sufficient funds in Your Account to fulfill your Transaction on that date. After that, no interest or earnings will accrue to you and Intuit will hold the money until the Payments are made. Once your Payments are complete and submitted you may recall and resubmit them until we send them to Automated Clearing House (the "ACH") network. You are solely responsible for verifying that all Payments have been received and are accurate. You must keep any payroll, vendor, tax or other records you need for reference, even though we may have information about the Payments in our files.

(d) Authorization and Agreement for Direct Payments (ACH Debits). You acknowledge and agree that (i) most Transactions will go through the Automated Clearing House (the "ACH"), (ii) your Transactions will be governed by the ACH rules, and (iii) the origination of ACH transactions to Your Account must comply with the provisions of U.S. law. You must indemnify and defend Intuit against any claims or lawsuits, including attorneys' fees that arise from or result from your Transactions. If Intuit tells you that an account number or other information concerning your Transactions has changed, you must use this corrected information to initiate future Transactions. You authorize Intuit to (a) initiate debit entries to Your Account and to debit the same to such account, and (b) send Transactions electronically or by any other commercially accepted method to Your Account. You authorize and direct the depository financial institution that holds Your Account to (x) charge each Debit to Your Account and pay that amount to Intuit, and (y) respond to inquiries from Intuit regarding your information and Your Account. This authorization will remain in full force and effect until Intuit has received written notification from you of its termination in such time and in such manner as to afford Intuit and the depository financial institution that holds Your Account a reasonable opportunity to act on it.

(e) Representations and Warranties. You represent and warrant to Intuit that (i) each person or entity to whom you send Payments has authorized the Payments and any necessary adjustments to be applied to his, her or its account, (ii) at the time any Payment is made you have no actual knowledge that the authorization has been revoked or terminated, (iii) your Payments comply with the laws that apply to them, (iv) that you have authorization to make withdrawals to Your Account and (vi) that all the information you provided to enter into the Agreement is true and correct.

(f) Password Security. You create or ask Intuit to issue a user ID and/or password to initiate Transactions. You are the only person authorized to use your user ID and/or password and for maintaining the confidentiality of your user ID and/or password. You shall not permit or allow other persons to have access to or use your user ID and/or password, except if you choose to share your user ID and/or password with your agents. You are responsible for the use of the Software and Direct Deposit service under your user ID and/or password. You authorize and direct Intuit and all impacted financial institutions to carry out all Transactions initiated with your user ID and/or password. If your password is compromised, you must change your password and notify Intuit immediately to prevent unauthorized use of your account.

(g) Your Account. Intuit may refuse to process your Transaction if it reasonably believes that Your Account balance is insufficient to cover the dollar amount of the Transaction or for any other reason Intuit deems reasonable. If any amount debited against you is dishonored or returned for any reason, such as, but not limited to, non-sufficient funds, account closed, inability to locate account, or reversal by you and/or your bank, Intuit may; a) reverse any corresponding credit issued to Intuit, you, your Payees or any other party without liability to you or any other party, (b) reverse direct deposit transactions, (c) refuse to perform further Services, (d) apply any money currently held by Intuit to any amount owed to Intuit by you, (e) charge you a one-time insufficient funds penalty fee, (f) report this information to any and all credit agencies and/or financial institutions and/or (g) immediately terminate this Agreement. Intuit may assess and collect interest at the rate of one and one-half percent (1.5%) per month (18% per annum) on any amounts owing and unpaid ten (10) days after demand. If further collection attempts are required, all Intuit's collections costs, including any costs associated with termination of this Agreement and including but not limited to, attorney fees, where permitted by law, will be charged to you. This section shall, to the extent applicable, survive the termination of this Agreement.

(h) General. Any sales, use or other taxes payable on the Direct Deposit service that we must pay will be collected in the same way your fees are paid. Intuit may review your use of the Direct Deposit service, your credit status or other factors periodically, including submitting your information to third parties such as your bank, credit reporting agencies and/or other agencies used to validate your identity and/or credit history, and/or reviewing credit or similar reports on your business and its principals provided by these third parties. Intuit may terminate your participation in the Direct Deposit service after such a review. If you (i) default in the payment of any sum of money hereunder, (ii) default in the performance of any other obligations under this Agreement, or (iii) commit an act of Bankruptcy or become the subject of any proceeding under the Bankruptcy Act or become insolvent, or if any substantial portion of your property becomes subject to levy, seizure, assignment, application for sale for or by any creditor or governmental agency, then, in any such event, Intuit, at its option, may, upon written notice thereof, (a) terminate the Agreement, (b) declare all amounts due and to become immediately due and payable and/or (c) require you to deposit an amount equal to its average future monthly or annual processing charges to prepay for any future processing.

(i) Termination. Your access to and use of the Direct Deposit service may be terminated by Intuit in accordance with the termination provisions in Sections 14 and B.4 of the Agreement. You may terminate your use of the Direct Deposit service by notifying us that you no longer wish to use the Direct Deposit service. Access to the Direct Deposit service will remain in effect until we have a reasonable opportunity to act on the notice. If you terminate the Direct Deposit service, no fees you have paid will be refunded.

(5) Online Data Transfer (not applicable for Software and Trial versions that do not include access to the Online Data Transfer feature). You may have the option to transfer your data files from the Software to Intuit's online servers (the "Online Data Transfer") in order to facilitate certain interoperability and data integration between the Software and certain supported ancillary Third Party Services you may sign up for and use in connection with the Software (the "Ancillary Services"), including but not limited to online 401(k) services or worker's compensation services. In order for you to select the Online Data Transfer option, you must (i) have registered select versions of the Software, (ii) have Internet access, and (iii) be an active subscriber to an Intuit QuickBooks Payroll Service. If you select the Online Data Transfer option, a copy of your company, employee and payroll data files will be transferred via the Internet to Intuit and hosted online on Intuit's servers (the "Transferred Files"). Your original data files will remain in the Software. If you are signed-up for any Ancillary Services that support Online Data Transfer, you will then have the option to have the Transferred Files sent to any of those supported Ancillary Services (a "Data Transfer"). If you authorize a Data Transfer for an Ancillary Service, you authorize Intuit to provide the Transferred Files to the third party provider of such Ancillary Service in order to provide the Ancillary Service to you. You agree and acknowledge that Intuit has no control over the Ancillary Services and some Ancillary Services may make changes to their websites and systems with or without notice to us that may affect overall performance of the Online Data Transfer feature and prevent or delay Data Transfers to such Ancillary Services. Intuit does not have any liability whatsoever for any actions or inactions on the part of the Ancillary Services resulting in your inability to use the Online Data Transfer feature or otherwise use the Ancillary Services in connection with the Software.

You acknowledge that the data contained in the Transferred Files is provided on a one-time basis to the Ancillary Service each time you authorize a Data Transfer, and such data is not automatically updated or refreshed. Therefore, if there are subsequent changes to your data files in the Software, you will need to process a subsequent Data Transfer in order to provide the Ancillary Service with the updated data. In addition, please be advised that if you choose to make any updates to your data directly with the Ancillary Service and not through the Online Data Transfer feature, those updates will not automatically be transferred back into your data files in the Software, and therefore, you would need to then manually update your data files in the Software as necessary. If you are no longer signed-up for an Ancillary Service, you will no longer be able to process Data Transfers to that Ancillary Service. If you wish to cancel the Data Transfer feature with respect to a particular Ancillary Service, please contact our support team at intuit401ksupport@intuit.com for assistance. Additional cancellation terms may apply depending on the particular Ancillary Service you have signed up for.

In conjunction with Intuit's operation and hosting of the Online Data Transfer feature, you grant Intuit the right and license to (i) host and maintain the Transferred Files online, (ii) use the Transferred Files to provide the Software and Payroll Service to you, (iii) provide the Transferred Files to third party providers of Ancillary Services authorized by you, and (iv) reformat and manipulate the Transferred Files as reasonably necessary to perform the actions described in (i) through (iii). You also grant Intuit permission to aggregate any previous and/or future non-personally identifiable account data contained in the Transferred Files with that of other users of the Software. You permit Intuit to use that aggregated, anonymous data to understand how our products and services are used, improve our products and services, help us develop new products and services, issue promotions, and provide ways for you to compare business practices with other users.

(6) QuickBooks Employee Organizer. (Not applicable for Software and Trial versions that do not include access to the QuickBooks Employee Organizer). In order for you to access the Employee Organizer, you must (i) have registered the Software, (ii) have Internet access, and (iii) purchased the QuickBooks Employee Organizer ("Employee Organizer") separately. You may subscribe to the Employee Organizer through the Software by clicking on the appropriate Employee menu item from within the Software. The Employee Organizer will be enabled after we receive and process all the information requested, including your credit card or bank account information (if Intuit accepts this form of payment for the Employee Organizer). You must have a valid Card or sufficient funds in a U.S. checking or savings account (if Intuit accepts this form of payment for the Employee Organizer) to cover an electronic debit of the fee to purchase the Employee Organizer, except as described below. The information you provide must be accurate and complete.

Your initial purchase of the Employee Organizer includes a one-year subscription to the Employee Organizer Employment Regulations Update Service including the "Ask An Employment Question" e-mail inquiry service provided through CCH Incorporated ("Regulations Guide"). When you purchase the Employee Organizer and provide payment information, your Card or bank account (if Intuit accepts this form of payment for the Employee Organizer and/or the Regulations Guide) will be debited and will be automatically re-debited at the beginning of each subsequent one-year term subscription to the Regulations Guide at the then current subscription rate to maintain the Regulations Guide unless you notify us to cancel the Regulations Guide prior to the beginning of the new one-year term. If you cancel your subscription to the Regulations Guide you bear all risk for any inaccuracies, liability or penalties resulting from your use of any outdated information.

License Grant and Restrictions. If and when you (i) purchase the Employee Organizer and (ii) pay the appropriate subscription fee annually, Intuit grants you a limited non-exclusive license to use Regulations Guide within the United States, provided that you comply with all of the terms and conditions of this Agreement. You may not use the Regulations Guide except with the Software. You may only use or install updates to the Regulations Guide on the computer(s) used by individual(s) for whom you have purchased a license to the Software.

Termination and Amendment. Your rights to the Regulations Guide subscription may be terminated by Intuit immediately and without notice if you fail to comply with any term or condition of this Agreement or if Intuit is unable to debit your Card or your bank account (if Intuit accepts this form of payment for the Employee Organizer and/or the Regulations Guide) in accordance with this Agreement. If you do not renew your subscription to Employee Organizer, and/or Regulations Guide, or cancel your subscription or are terminated from service, you will still be able to use the Employee Organizer to access the data you have entered with respect to your employees on your currently installed version of the Software. However, if you install any subsequent updates to the Software, Employee Organizer shall be disabled and the data you have entered with respect to your employees will be rendered inaccessible.

Intuit shall have the right to change or add to the terms or conditions of this Agreement (provided that it is not Intuit's intent that such change substantially affect the license rights granted to you and for which consideration was paid by you), relating to the Employee Organizer, the Regulations Guide, the method of delivering or accessing the Regulations Guide, and the fees for the Employee Organizer and/or the Regulations Guide at any time and to change, delete, discontinue or impose conditions on any feature of aspect of the Employee Organizer and Regulations Guide. In this event you will receive notice of such change, typically via email or on www.quickbooks.com or such other site designated by Intuit. The Regulations Guide does not include access to the Internet, nor does it include furnishing of legal advice. The Employee Organizer and the Regulations Guide operate only with a compatible version of the Software; so from time to time you may need to install updates or upgrades (or allow Intuit to install them electronically) or purchase an upgrade version of the Software to continue using the service. All users in a multi-user environment must be using licensed copies of the same version of the Software. Your use of the Employee Organizer and/or the Regulations Guide indicates that you have read this Agreement and agree to its terms.

(7). THIRD PARTY NOTICES. The Software contains Adobe® Flash® Player software by Adobe Systems Incorporated, Copyright © 1995-2009 Adobe Macromedia Software LLC. All rights reserved. Adobe and Flash are trademarks of Adobe Systems Incorporated. Adobe software products are subject to the Adobe End User License Agreement found here: http://www.adobe.com/products/eulas/pdfs/Reader_Player_AIR_WWEULA-Combined-20080204_1313.pdf

Intuit is part of the PCI Security Standards Council, LLC (PCI SSC) Payment Application Data Security Standard Program. Acceptance of a given payment application by the (PCI SSC) only applies to the specific version of that payment application that was reviewed by a PA-QSA and subsequently accepted by PCI SSC (the "Accepted Version"). If any aspect of a payment application or version thereof is different from that which was reviewed by the PA-QSA and accepted by PCI SSC - even if the different payment application or version (the "Alternate Version") conforms to the basic product description of the Accepted Version - then the Alternate Version should not be considered accepted by PCI SSC, nor promoted as accepted by PCI SSC.

No vendor or other third party may refer to a payment application as "PCI Approved" or "PCI SSC Approved", and no vendor or other third party may otherwise state or imply that PCI SSC has, in whole or part, accepted or approved any aspect of a vendor or its services or payment applications, except to the extent and subject to the terms and restrictions expressly set forth in a written agreement with PCI SSC, or in a PA-DSS letter of acceptance provided by PCI SSC. All other references to PCI SSC's approval or acceptance of a payment application or version thereof are strictly and actively prohibited by PCI SSC.

When granted, PCI SSC acceptance is provided to ensure certain security and operational characteristics important to the achievement of PCI SSC's goals, but such acceptance does not under any circumstances include or imply any endorsement or warranty regarding the payment application vendor or the functionality, quality, or performance of the payment application or any other product or service. PCI SSC does not warrant any products or services provided by third parties. PCI SSC acceptance does not, under any circumstances, include or imply any product warranties from PCI SSC, including, without limitation, any implied warranties of merchantability, fitness for purpose or noninfringement, all of which are expressly disclaimed by PCI SSC. All rights and remedies regarding products and services that have received acceptance from PCI SSC, shall be provided by the party providing such products or services, and not by PCI SSC or any payment brands.

© 2010 Intuit Inc. All rights reserved.
Intuit Inc.
P. O. Box 7850
Mountain View, CA 94039-7850
Date: As of July 2010

2010 Software License Agreement for QuickBooks® Software and Intuit Payroll Services

Thank you for selecting the software offered by Intuit Inc. and/or its subsidiaries ("Intuit," "we," "our" or "us"). This software license agreement together with Intuit's Privacy Statement provided to you on the website or documentation for the Intuit software you have selected and the Additional Terms and Conditions for the Services (collectively, the "Agreement") is a legal agreement between you ("you," "your," "licensee"), and Intuit. It gives you certain rights and responsibilities depending on the software license you selected, purchased or subscribed to as more fully described below (collectively, the "Software"). By clicking I AGREE, and/or accessing or using the Software, you indicate that you have read and understood and agree to be bound by the terms of this Agreement. If you do not agree to the terms of this Agreement, you are not granted any rights whatsoever in the Software, and you will not be able to access or use the Software. Your access to or use of the Software may also be subject to your acceptance of separate agreements with Intuit and / or third parties. This Agreement incorporates by reference applicable program, subscription, activation, ordering and pricing terms provided to you online or offline for the Software selected by you and for other Intuit products made available to you through this Software, which may be subject to change from time to time. These terms will also govern your continued purchase and use of the Software, including such additional Intuit internet based products made available to you through the Software you have selected.

1. LICENSE GRANT AND RESTRICTIONS. Subject to the terms and conditions of this Agreement, including the payment of any applicable fees, Intuit grants you a personal, limited, non-exclusive, non-transferable license, during the initial term and any renewal term or other period of use provided in the activation and ordering terms for the Software, to access and use the Software solely for the purpose described in the Intuit description for the Software, and, if applicable, solely by such number of authorized users for which the applicable fee has been paid by you.

In addition to the Software provided herein, the term Software includes any other programs, tools, components and any updates (for example, documentation, help content, bug fixes, or other information and releases) of the Software that Intuit provides or makes available to you.

Except as expressly allowed herein or by applicable law, you are not licensed or permitted under this Agreement to do any of the following and must not allow any third party to do any of the following: (i) access or attempt to access any other Intuit systems, programs or data that are not made available for public use; (ii) copy, reproduce, republish, upload, post, transmit, license, sublicense, modify or create derivative works based on the Software in whole or in part, resell or distribute in any way the Software; (iii) permit any third party to benefit from the use or functionality of the Software via a rental, lease, timesharing, service bureau, or other arrangement; iv) transfer any of the rights granted to you under this Agreement; (v) work around any technical limitations in the Software, use any tool to enable features or functionalities that are otherwise disabled in the Software, or decompile, disassemble, or otherwise reverse engineer the Software except as otherwise permitted by applicable law; (vi) perform or attempt to perform any actions that would interfere with the proper working of the Software, prevent access to or the use of the Software by Intuit's other licensees or customers, or impose an unreasonable or disproportionately large load on Intuit's infrastructure.

2. INTUIT SERVICES. You may be made aware of or offered services, features, products, applications, online communities, or promotions provided by Intuit ("Intuit Services"). If you decide to use Intuit Services, you may be subject to additional terms and conditions governing these Intuit Services and separate fees may apply. You acknowledge that in accessing certain Intuit Services you may upload or enter certain data from your account(s) such as names, addresses and phone numbers, purchases, and sales among others, to the Internet. You hereby grant Intuit permission to use information about your business and usage experience to enable us to provide the Intuit Services to you, including updating and maintaining your data, addressing errors or service interruptions, and to enhance the types of data and services Intuit may provide to you in the future. You also grant Intuit permission to combine your business data, if any, with that of others in a way that does not identify you or any individual personally to improve services and to compare business practices with other company standards. We may use your data to create, market or promote new Intuit offerings to you and others.

2.1 Online Communities. The Software may include a feature that allows you to exchange useful and helpful information with other users of the Software ("Live Community"). Internet access is required to use Live Community.

(i) Content. You agree that Intuit does not endorse and is not responsible for the accuracy of the content in Live Community, and will not be liable for any damages incurred as a result of the submission or use of any such content. Live Community users may post hypertext links to content hosted and maintained by third parties. Intuit has no obligation to monitor these linked sites, and is not responsible for them. Your access to any linked sites is at your own risk, so use good judgment before you click on any link or access any linked site. Do not reveal information that you do not want to make public, such as by posting your contact information or email address while using Live Community. Intuit reserves the right to monitor the Live Community content from time to time. Additionally, Intuit reserves the right to edit, remove or refuse to remove Live Community content in its sole discretion.

(ii) Conduct. You agree not to upload, post or otherwise transmit any content (including but not limited to text, links, communications, software, images, sounds, data or other information) that contains: (a) Inappropriate content such as: profanity, objectionable material of any kind, links to websites that contains information about illegal activity, information or software that contains a virus, Trojan horse, or other harmful or disruptive component. (b) Spam such as: commercial solicitations, chain letters, securities offerings, repetitive, pointless or irrelevant postings. (c) Attacks such as: "flaming" other participants in a manner that might incite or perpetuate a conflict or argument, creating usernames to attack other participants' identities, impersonating other individuals or falsely representing your identity or qualifications, postings that breach any users' privacy.

3. TRIAL VERSIONS. If you are registered for a trial use of the Software, in connection with the foregoing license grant, you may use a copy of the trial version of the Software only for the amount of time specified in the Software or in the materials accompanying the Software; and in accordance with the license grant above in Section 2, for a single user license. BY YOUR USE OF THE TRIAL VERSION OF THE SOFTWARE YOU UNDERSTAND AND AGREE THAT AFTER THE APPROXIMATE AMOUNT OF TIME SPECIFIED IN THE SOFTWARE OR IN THE MATERIALS ACCOMPANYING THE SOFTWARE, YOU MAY NOT BE ABLE TO CONTINUE TO ACCESS AND/OR USE SUCH TRIAL SOFTWARE OR ANY DATA YOU HAVE ENTERED INTO SUCH SOFTWARE UNLESS YOU PURCHASE THE APPROPRIATE FULL VERSION OF SUCH SOFTWARE.

4. Fees. If the Software is purchased by you on a payment or subscription basis, as selected by you, the following terms will apply to you. Payments are paid in U.S. dollars and credit cards will be charged in U.S. dollars unless otherwise indicated in additional product ordering and pricing terms provided to you for the Software you have selected. The Software will be deemed accepted by you upon acceptance of this Agreement for trial versions (if applicable) of the Software and upon acceptance of this Agreement and payment of the applicable fees and/or subscription fees for paid for versions of the Software. Access to the Software will begin (i) for trial versions after your acceptance of this Agreement and after Intuit receives and processes all the information requested in the registration process; and (ii) for paid versions after your acceptance of this Agreement and after Intuit receives and processes all the information, including the credit card or bank account information requested by the registration or ordering process. You must have a valid credit card or a valid debit card acceptable to Intuit with an appropriate logo ("Card") or sufficient funds in a checking or savings account to cover an electronic debit of the fees to obtain access to the Software. The payment information you provide must be accurate, current and complete, and you agree to notify us promptly of any change in the payment information. When you subscribe and provide payment information, your Card or bank account will be debited, and will be automatically re-debited at the beginning of each applicable monthly or one-year subscription term ("Renewal Term") at the then-current subscription rate to maintain access to the Software. Cancellation and renewal terms may be supplemented by program terms provided to you in writing or on the website for the Software you have selected.

5. RESERVATION OF RIGHTS AND OWNERSHIP. The Software is licensed not sold, and Intuit reserves all rights not expressly granted to you in this Agreement. The Software is protected by copyright, trade secret and other intellectual property laws. Intuit and its licensors own the title, copyright, and other worldwide intellectual property rights in the Software and all copies of the Software. This Agreement does not grant you any rights to trademarks or service marks of Intuit. This Agreement does not limit any rights that Intuit may have under trade secret, copyright, patent or other laws.

6. REGISTRATION. Your registration information to use the Software must be (i) accurate, current and complete as prompted in the sign-up process (the "Registration Data"), and (ii) maintain and promptly update the Registration Data to keep it accurate, current and complete. If you provide any Registration Data that is inaccurate, not current or incomplete, or Intuit has reasonable grounds to suspect is inaccurate, not current or incomplete, Intuit may, in its sole discretion, suspend or terminate your account and refuse any and all current or future access to and use of the Software (or any portion thereof).

7. PRIVACY For details about Intuit's privacy policies, please refer to the Intuit Privacy Statement on the Intuit website relating to the Software product you selected. You agree to be bound by the applicable Intuit privacy policy, as it may be amended from time to time in accordance with its terms.

8. FEEDBACK. Intuit may provide you with a mechanism to provide feedback, suggestions and ideas, if you choose, about its online products and services (Feedback). You agree that Intuit may, in its sole discretion, use the Feedback you provide to Intuit in any way, including in future modifications of the Software, multimedia works and/or advertising and promotional materials relating thereto. You hereby grant Intuit a perpetual, worldwide, fully transferable, sublicensable (through multiple tiers), non-revocable, fully paid-up, royalty free license to use, modify, create derivative works from, distribute, display and otherwise exploit, any information you provide to Intuit in the Feedback.

9. DISCLAIMER OF WARRANTIES. THE SOFTWARE AND ANY CONTENT ACCESSIBLE THROUGH THE SOFTWARE ARE PROVIDED "AS-IS" AND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, INTUIT, ITS AFFILIATES, LICENSORS, PARTICIPATING FINANCIAL INSTITUTIONS, THIRD-PARTY CONTENT AND SERVICE PROVIDERS, DISTRIBUTORS, DEALERS AND SUPPLIERS (COLLECTIVELY, "SUPPLIERS") DISCLAIM ALL GUARANTEES AND WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, REGARDING THE SOFTWARE, CONTENT, AND RELATED MATERIALS, INCLUDING ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, TITLE, MERCHANTABILITY, NON-INTERFERENCE OR NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS AND SIMILAR LAWS OF ANY JURISDICTION. INTUIT AND ITS SUPPLIERS DO NOT WARRANT THAT THE SOFTWARE, THIRD PARTY SERVICES OR ANY ONLINE SERVICES ARE SECURE OR FREE FROM BUGS, VIRUSES, INTERRUPTION, OR ERRORS, OR THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS. FURTHER, INTUIT DOES NOT WARRANT ACCESS TO THE INTERNET OR TO ANY OTHER SERVICE OR CONTENT OR DATA THROUGH THE SOFTWARE OR CONTINUED ACCESS TO THE TRIAL VERSION OF THE SOFTWARE OR TO THE DATA ENTERED INTO THE TRIAL VERSION OF THE SOFTWARE AFTER THE TRIAL PERIOD OF TIME IS OVER (IF APPLICABLE). SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE.

THE SOFTWARE IS DESIGNED TO OPERATE AND PROVIDE INFORMATION WITH THE UNDERSTANDING THAT INTUIT AND ITS SUPPLIERS ARE NOT ENGAGED IN RENDERING LEGAL, ACCOUNTING OR OTHER PROFESSIONAL SERVICE. IF LEGAL ADVICE OR OTHER EXPERT ASSISTANCE IS REQUIRED, THE SERVICE OF A COMPETENT PROFESSIONAL SHOULD BE SOUGHT. INTUIT EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES THAT YOUR USE OF THE SOFTWARE WILL SATISFY ANY STATUTORY OR REGULATORY OBLIGATIONS, OR WILL ASSIST WITH, GUARANTEE OR OTHERWISE ENSURE COMPLIANCE WITH ANY APPLICABLE LAWS OR REGULATIONS, INCLUDING BUT NOT LIMITED TO THE HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT OF 1996 (HIPAA), THE GRAMM-LEACH-BLILEY ACT OF 1999, THE SARBANES-OXLEY ACT OF 2002, OR OTHER FEDERAL OR STATE STATUTES OR REGULATIONS. YOU ARE SOLELY RESPONSIBLE FOR ENSURING THAT YOUR USE OF THIS SOFTWARE, RELATED SERVICES OR CONTENT IS IN ACCORDANCE WITH APPLICABLE LAW. IT IS YOUR RESPONSIBILITY TO KEEP ABREAST OF CHANGES IN LAWS, REGULATIONS AND ACCOUNTING PRACTICES THAT AFFECT YOU AND YOUR BUSINESS.

10. LIMITATION OF LIABILITY AND DAMAGES. IN NO EVENT WILL INTUIT BE LIABLE FOR ANY LOSS, COST, LIABILITY OR DAMAGE INCURRED AS A RESULT OF YOUR RECEIPT OF OR PARTICIPATION IN THIRD PARTY SERVICES. THE ENTIRE CUMULATIVE LIABILITY OF INTUIT AN ITS AFFILIATES AND ITS SUPPLIERS FOR ANY REASON ARISING FROM OR RELATING TO THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT PAID BY YOU TO INTUIT FOR THE SOFTWARE IN THE 12 MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM, UNLESS OTHERWISE SEPARATELY AGREED BY INTUIT IN WRITING. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, INTUIT, ITS AFFILIATES AND ITS SUPPLIERS SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OR FOR ANY DAMAGES RELATING TO LOSS OF BUSINESS, TELECOMMUNICATION FAILURES, THE LOSS, CORRUPTION OR THEFT OF DATA, VIRUSES, SPYWARE, LOSS OF PROFITS OR INVESTMENT, TAX POSITIONS TAKEN BY YOU, USE OF THE SOFTWARE WITH HARDWARE OR OTHER SOFTWARE THAT DOES NOT MEET INTUIT'S SYSTEMS REQUIREMENTS OR THE LIKE, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF INTUIT, ITS AFFILIATES, ITS SUPPLIERS OR ITS REPRESENTATIVES 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. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN INTUIT AND YOU. INTUIT WOULD NOT HAVE PROVIDED THIS SOFTWARE WITHOUT SUCH LIMITATIONS.

11. CONSENT TO CONDUCT BUSINESS ELECTRONICALLY (CONSENT).

(a) Consent to Electronic Communications. Intuit may be required by law to send Communications to you that may pertain to the Software, the use of information you may submit to Intuit, and the Third Party Services you may choose. Additionally, certain of the Third Party Services you choose may require Communications with the third parties who administer these programs. You agree that Intuit, on behalf of itself, and others who administer such services (as applicable), may send Communications to you by email and/or may make Communications available to you by posting them at one or more of our sponsored websites, such as www.quicken.com, www.turbotax.com, www.quickbooks.com etc. You consent to receive these Communications electronically. The term Communications means any notice, record, agreement, or other type of information that is made available to you or received from you in connection with the Software and Third Party Services.

(b) Consenting to Do Business Electronically. The decision whether to do business electronically is yours, and you should consider whether you have the required hardware and software capabilities described below. Your consent to do business electronically and our agreement to do so covers all transactions you conduct through the Software for as long as you remain a licensee of the Software.

(c) Hardware and Software Requirements. In order to access and retain an electronic record of Communications, you will need: a computer, a monitor, a connection to an Internet service provider, Internet browser software that supports 128-bit encryption, and an e-mail address. By selecting the "I AGREE" button, you are confirming to us that you have the means to access, and to print or download, Communications. We do not provide ISP services. You must have your own Internet service provider.

(d) Communications Choices. If you later decide that you do not wish to receive certain future Communications electronically, please review the Privacy statement provided on the on the Software website to review your communications choices.

12. AMENDMENT. Please review the Agreement periodically on the Software website provided to you for additional terms and changes. Intuit has the right to change or add to the terms of this Agreement, and to change, delete, discontinue, or impose conditions on any feature or aspect of the Software, including but not limited to, terms, Internet based services, pricing, technical support options, and other product-related policies, at any time upon notice by any means Intuit determines in its discretion to be reasonable, including posting information concerning such change on any Intuit sponsored website. Your continued use of the Software after Intuit's publication of any such changes shall constitute your acceptance of this Agreement as modified.

13. TERMINATION Your rights under this Agreement may be terminated or suspended by Intuit immediately and without notice if you or any of your authorized users fail to comply with any term or condition of this Agreement or you no longer consent to receive Electronic Communications in accordance with Section 12. Upon termination you must immediately cease using the Software. Any termination of this Agreement shall not affect Intuit's rights hereunder. If you choose to cancel your access to the Software or any part thereof, you must do so in accordance with the activation and ordering terms for the specific Software product you have selected.

14. THIRD PARTY SERVICES. In connection with your use of the Software, you may be made aware of services, products, offers and promotions provided by third parties, and not by Intuit ("Third Party Services"). If you decide to use Third Party Services, you are responsible for reviewing and understanding the terms and conditions as well as any fees, if any, governing any Third Party Services. You authorize Intuit to use and disclose your contact information, including name and address, for the purpose of making the Third Party Services you choose available to you. You agree that the third party, and not Intuit, is responsible for the performance of the Third Party Services. The Software may contain or reference links to websites operated by third parties ("Third Party Websites"). These links are provided as a convenience only. Intuit is not responsible for the content of any Third Party Website or any link contained in a Third Party Website. Intuit does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third Party Websites, and the inclusion of any link in the Software is not and does not imply an affiliation, sponsorship, endorsement, approval, investigation, verification or monitoring by Intuit of any data contained in, or any services made available through, any Third Party Website. In no event will Intuit be responsible for the information contained in such Third Party Website or for Licensees use of or inability to use such website. Access to any Third Party Website is at your own risk, and you acknowledge and understand that linked Third Party Websites may contain terms and privacy policies as well as fees that are different from those of Intuit. Intuit is not responsible for such provisions, and expressly disclaims any liability for use of such Third Party Services and Third Party Websites.

15. U.S. GOVERNMENT. The Software is a "commercial item," as that term is defined at 48 C.F.R. 2.101 (OCT 1995), consisting of "commercial computer software" and "commercial computer software documentation.". All U.S. Government End Users acquire the Intuit Software with only those rights set forth herein.

16. EXPORT RESTRICTIONS. You acknowledge that the Software is subject to the U.S. export controls regulations administered by the U.S. Dept. of Commerce (15 CFR, Chapter VII) and that you will comply with all applicable laws and regulations. You will not export or re-export the Software, or portion thereof, directly or indirectly, in violation the U.S. export administration laws and regulations to any country or end user; or to any 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 acknowledge that this Software may include technical data subject to such U.S. export regulations.

18. MISCELLANEOUS This Agreement is the complete agreement between you and Intuit and sets forth the entire liability of Intuit, its affiliates and its Suppliers and your exclusive remedy with respect to the Software and its use. Any modification or waiver of the terms herein must be in a writing signed by an authorized representative of Intuit and expressly referencing the applicable provisions of this Agreement. If any provision of this Agreement 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 under applicable law, and the remaining provisions will continue in full force and effect. This Agreement may not be assigned by you without the prior written approval of Intuit, but may be assigned without your consent by Intuit to (a) a parent or direct or indirect subsidiary, (b) in an acquisition of the assets including the Software, in whole or in part, (c) a successor by merger. Any assignment in violation of this Section will be void. This Agreement will be governed by California law, without regard to its conflicts of law principles, and applicable federal law. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. The parties hereby consent to the exclusive jurisdiction and venue in the state courts in Santa Clara County, California or federal court for the Northern District of California.


B. ADDITIONAL TERMS AND CONDITIONS FOR THE SOFTWARE, ADD-ON PRODUCTS AND RELATED SERVICES

Your use of the Software, Add-On Products and related Services provided by Intuit are subject to the General Terms of Service above including these Additional Terms and Conditions which govern your use of the Software, Add-on Products and related Services indicated below. These Additional Terms and Conditions shall prevail over any conflict or inconsistency with the General Terms of Service above.

1. LICENSE GRANT AND RESTRICTIONS. Intuit Inc. ("Intuit", "us", "we", "our") grants you ("you" and "your" means you or the legal entity identified in the registration process that you are authorized to represent and on whose behalf the Software is licensed) the following rights provided that you comply with all of the terms and conditions of this Agreement. (i) Single User License and Single User Add On Pack Purchasers. You may: (a) install the Software on one computer for access and use by only one specific person; and (b) install the Software on one additional portable computer (e.g., a laptop that you own and use in your business), so long as only the same specific person accesses and uses the Software. If you purchased a valid license for the Software and received an Authentic Intuit CDROM, such CDROM is your backup copy of the Software. If you purchased a valid license and received the Software pre-installed on a new computer or through an electronic download, you may make one backup copy of the Software, but only for the purpose of reinstalling the Software, if needed, on the single computer or portable computer referenced in (a) and (b) above. You are not allowed to make copies of the printed materials accompanying the Software, if any, or print multiple copies of any user documentation.

(ii) Multi User License and Multi User Add On Pack Purchasers. You may: (a) install the Software on the number of computers equal to the number of user licenses you purchased; (b) access and use the Software solely by the number of specific persons corresponding to the number of user licenses you purchased, with no substitution of such users (for example, if you purchased a 3 user license pack and you have 10 employees in your company, the original 3 specific persons who were initially provided with access to and use of the Software, are the only persons licensed to use the Software unless you purchase additional licenses; (c) place a copy of your software data files on a network for access by licensed users; (d) install the Software on 1 additional computer above the number of the license(s) you purchased, solely to accompany your software data file, and not for use of the Software by another user; and (e) for each user license you purchased, make one copy of the printed materials accompanying the Software, if any, or print one copy of any online user documentation solely for use by licensed users. Notwithstanding (b) above, you may replace a specific user if such user leaves and must be replaced with a new employee.

You are not licensed or permitted under this Agreement to do any of the following: (a) modify, adapt, translate, rent or sublicense (including offering the Software to third parties on an applications service provider or time-sharing basis); (b) assign, loan, resell, transfer or distribute the Software, CDROM(s), or related materials or create derivative works based upon the Software or any part thereof; (c) network the Software, except that you may network your company data file as outlined in Section B.1.(ii) above if you have purchased the multi-user license version; and (d) copy the Software in whole or part, except as expressly stated in (i), (ii), or (iii) above, or use trade secret information contained in the Software, to develop software to interface with the Software. You agree not to (and not to permit others to): (i) decompile, disassemble, or otherwise reverse engineer the Software, except as otherwise expressly permitted by applicable law; or (ii) remove, alter or obscure any confidentiality or proprietary rights notices (including copyright notices) of Intuit or its licensors on or within the Software or any copies of the Software. All license transfers are subject to written approval by Intuit and may be subject to a transfer fee determined by Intuit in its sole discretion. If your company is, or substantially all of its assets are, acquired by or merged into another company or sole proprietorship, please contact Intuit at transferlicense@intuit.com regarding transferring your license to the new company.

(iii) Unlock License. If you elect to convert from one version of the Software to another (e.g., from the Trial version to the Single User version, from Simple Start to Pro, from Pro to Premier, etc.) using the unlock purchase process within the Software, your use of the new unlocked version of the Software must be in accordance with the terms and conditions of this Agreement. Once you have unlocked such version, you may no longer use the original version of the Software on any computer.

(iv) If you obtained a license for the free version of the Software, there may be additional restrictions on the amount of data or records you can input and use within the Software, as stated within the Software or the accompanying documentation.

(v) If you purchased a subscription license to the Software, the terms of this Agreement, as supplemented by the terms of the subscription, will govern your use of the Software and provided that the duration of such license will be based on the subscription model you have elected.

In addition to the QuickBooks software, the term "Software" includes any other programs, tools, applications, internet-based services, components and any "updates" (for example, Software maintenance, service information, help content, bug fixes, or maintenance releases etc.) of the Software that Intuit provides or makes available to you after the date you obtained your initial copy of the Software. You are entitled to download updates to the Software that Intuit generally makes available to other users of the Software. However, Upgrades (as defined in Section B.7.(3)) to the Software are only made available to subscribers of specified Payroll Services as set forth in Section B.7.(3). Certain Software may be accompanied by, and will be subject to, additional terms and fees may apply.


2. ADDITIONAL TERMS.

A. Timer Program. You may use the Timer program (if available) included with the Software (does not apply to QuickBooks for Mac My Time application), on all computers used in your business and may make the number of copies of the Timer program required for this purpose. QuickBooks for Mac My Time application can be installed on one machine only and will track time for a single user. My Time application does not require installation on the same machine as QuickBooks for Mac. Data can be imported into QuickBooks 2010 for Mac or higher.

B. Data Files Transfer to QuickBooks Online. If available, you may have the option for a limited transfer of data files from select versions of the Software to select versions of QuickBooks Online financial software ("QBO") (see materials accompanying the Software for details). Once the data files are transferred from the Software to QBO, the Terms of Service for QBO shall apply to your use of QBO.

C. Registration; Other Restrictions. The Software includes required registration, so you agree that you must register the Software with Intuit within the amount of time specified by the Software, otherwise you will not be able to continue to use of the Software. You agree to keep your registration information accurate and complete and promptly update your registration data with us as necessary to keep it accurate, current and complete. We protect your registration information according to our privacy policies which can be found by clicking http://quickbooks.intuit.com/qb/common/privacy_policy/privacy.jhtml or the privacy policy link on the Intuit website relating to the Software product you purchased. Enabling others to use your license number(s), product number(s), and validation number(s), if any, is strictly prohibited.

D. Software Updates and Programs . If and when you connect to the Internet and use the Software, Intuit may also include updates in the transmission or install programs you may have requested.

E. Help and Support. Intuit may use a variety of methods (e.g., in-product, Internet, chat, e-mail and phone) to provide technical support and customer service in connection with the Software and Intuit Services. The terms and conditions governing the offering of this support, some of which require the payment of an additional fee, are subject to change as announced by Intuit from time to time. Consult the QuickBooks Support Web site (currently, http://support.quickbooks.intuit.com/support/default.aspx?lid=site_header) for the most up-to-date information relating to this support and any associated charges, as well as updates to the Software. By using QuickBooks support, you authorize Intuit to collect certain company data files in order to provide you with a better customer support experience.

F. QuickBooks Form Designs If you obtain any images from Intuit to be used as forms "backgrounds" in the QuickBooks Forms Customization feature, you understand and agree that such designs may only be used with your QuickBooks forms. For example, you are authorized to use these images on QuickBooks forms that you print or email. You may also order matching business cards and other promotional print items that Intuit offers. You may also customize QuickBooks forms with these images on behalf of your clients who use QuickBooks. However you may not resell these images nor use them for any other purposes, including use on third party generated materials such as forms, web-based materials, or other custom printed business identity products.


3. QUICKBOOKS SET UP AND TRAINING SERVICES. Certain versions of the Software may give you the option to choose QuickBooks Set Up and Training Services ("Set Up Services").

(i) After you have submitted to Intuit the information requested in the sign up process and paid the applicable fee, Intuit will match you with an advisor. The advisor will contact you by telephone and e-mail (if provided) within three (3) business days of your purchase date or as scheduled by you. During your meeting(s) with your advisor, the advisor will work with you remotely to conduct a needs assessment, create a work plan and complete the Set Up Services.

(ii) After the advisor's initial assessment of your business needs, s/he will provide a list of tasks that will be completed as a part of the service and recommend the appropriate QuickBooks software for you based on information you provided, if you do not already have such software. If you agree to continue using the Set Up Services after your business needs assessment, you and the advisor will work together remotely to set up and train (for the specified time allotted as more fully described in the Set Up Services Plan you purchased) on the QuickBooks software. You may cancel the Set Up Services any time before the advisor installs the applicable QuickBooks software on your computer.

(iii) Intuit's obligations under this Agreement are subject to your agreement to, and performance of, your obligations under this Agreement including the following:

  (1) Providing Intuit (by such methods as email or fax or other electronic means) with true, correct and complete business information, workflow information, bank account information and any other data necessary to complete the installation and set-up of the QuickBooks software according to your business needs; and

   (2) Responding to Intuit communications and requests for information, and reviewing information provided or prepared by Intuit including any work plans, promptly and reasonably in advance of the installation of the QuickBooks software, notifying Intuit of any errors.

(iv) Limitations of the QuickBooks Set Up and Training Services. The below limitations apply to the Set Up Services.

   (1) You may have up to 14 business days (depending on the Set Up Services plan you purchased) after the set up and training of the software to contact the advisors with any questions related to your QuickBooks setup. After that time, the Set Up Services provided by Intuit will be officially complete and you will receive no further Set Up Services.

  (2) Intuit reserves the right to refuse to provide the Set Up Services to you and, in such instances, will refund any fees for the Set Up Services paid by you to Intuit.

(v) Remote QuickBooks Installation. If the advisor is providing the Set Up Services to you remotely, the advisor will have control of your computer via WebEx in order to install the QuickBooks software and the customized data files on your computer. You acknowledge and agree the advisor may access your computer remotely for the purpose of providing the Services.


4. SATISFACTION GUARANTEED/LIMITED WARRANTY.

(i) Satisfaction Guarantee. If you are not satisfied with the Software and (a) You purchased the Software from a retail store, you may uninstall and delete all copies of the Software from your computer(s) and return it within 60 days of purchase to the store where you purchased your license with a dated receipt for a full refund. If the store is unable or unwilling to issue a refund or you obtained the Software directly from Intuit, you may uninstall and delete all copies of the Software and return the Software with a dated receipt or packing slip within 60 days of purchase via U.S. mail to Intuit Inc., Returns Department, PO Box 19004, Greenville, SC 29602-9004 or via UPS to Intuit Inc., Returns Department, 110 Hidden Lake Circle, Duncan, SC 29334. (b) You obtained the Software directly from Intuit via an Internet download, you may submit a written request to Intuit including your name, contact and product order information to Intuit Inc., Returns Department, PO Box 19004, Greenville, SC 29602-9004. (c) The Software was pre-installed on your computer when you bought it, or if CDROMs came packaged with your computer at no extra charge, follow the manufacturer's applicable return policy; or (d) You obtained the Software by downloading it on your computer, contact the provider of the download site.

(ii) Limited Warranty. (a) If the CDROM on which the Software is stored is defective, then return the CDROM to Intuit Inc., Returns Department, PO Box 19004, Greenville, SC 29602-9004 within 60 days of shipment (or in the case of a retail purchase, within 60 days of purchase) with a dated receipt or packing slip, and a replacement CDROM will be mailed to you; (b) If more than 60 days has elapsed from the purchase date and the CDROM is defective and you would like a replacement while that version is still commercially available, you may obtain a replacement by sending your defective CDROM and a check for the applicable amount published by Intuit (currently twenty dollars ($20) per replacement), plus applicable taxes, to Intuit at the address listed above. (For all orders shipped within the U.S., please add all applicable shipping and handling charges, state and local sales tax as well as tax on shipping and handling based on your shipping address); (c) If the Software was pre-installed on your computer when you bought it, or if CDROMs came packaged with your computer at no extra charge, and the Software is defective or was installed improperly, you may obtain replacement CDROMs from the company that manufactured your computer, at its option, by sending your request stating the nature of the problem, plus a copy of your dated receipt for the computer on which the Software was installed, to the manufacturer of the computer; or (d) If you obtained the Software by downloading it on your computer and the Software installed improperly, contact the provider of the download site.

5. TERMINATION.

The Intuit Software is subject to Intuit's discontinuation policy and Intuit reserves the right to discontinue all support for the Intuit Software, and/or for any features, online or other services or content accessible through the Intuit Software in accordance with its current discontinuation policy. If the Intuit Software offers services that require a connection to an Intuit server (including Internet-based services), such as downloading financial data from a participating bank, credit union, credit card, brokerage, mutual fund accounts, online bill paying, and downloading stock/fund quotes and news, such services may expire in accordance with Intuit's current discontinuation policy.

Intuit's current discontinuation policy is to provide support for the Intuit Software and for online and other services or content accessible through the Intuit Software for the most current version of the Intuit Software plus the prior two years' versions . More information about the discontinuation policy relating to the Intuit Software is available at http://support.quickbooks.intuit.com/support/DiscontinuationPlan.aspx.

6. HEALTH INFORMATION AND PRIVACY. If you intend to use the Software, related services and content in conjunction with the medical or health information of particular individuals, you acknowledge and agree that the Software, related services and content are not "HIPAA-ready" or "HIPAA-compliant" and will not assist with or ensure compliance with HIPAA, and that you are solely responsible for using the Software, related services and content in a manner consistent with all applicable federal and state privacy laws relating to medical or health information.

7. TERMS FOR PAYROLL PRODUCTS AND SERVICES.

QuickBooks Payroll Subscription Services (together the "Payroll Services")

(1) QuickBooks Basic Payroll, Standard Payroll, Enhanced Payroll, Enhanced Payroll for Accountants, and Enhanced Payroll Plus ("Basic", "Standard or Enhanced Payroll"). (Not applicable for Software and Trial versions that do not include access to the applicable Basic, Standard or Enhanced Payroll Service.) In order for you to calculate federal and state payroll taxes, you must (i) have registered the Software, (ii) have Internet access, and (iii) subscribe to the applicable Basic, Standard or Enhanced Payroll service. You may subscribe to the applicable Basic, Standard or Enhanced Payroll through the Software by clicking on the appropriate Employee menu item from within the Software. The applicable Basic, Standard or Enhanced Payroll service will begin after we receive and process all the information requested, including your credit card or bank account information. You must have a valid credit card or a valid debit card with a Visa or MasterCard logo ("Card") or sufficient funds in a U.S. checking or savings account to cover an electronic debit of the subscription fee to obtain the applicable Basic, Standard or Enhanced Payroll, except as described below. The information you provide must be accurate and complete. When you subscribe and provide payment information, your Card or bank account will be debited and will be automatically re-debited at the beginning of each applicable monthly or one-year subscription term of the Basic, Standard or Enhanced Payroll ("Renewal Term") at the then current subscription rate to maintain the Basic, Standard or Enhanced Payroll service. You may notify us to cancel the Basic, Standard or Enhanced Payroll service prior to the beginning of each Renewal Term. If, during a Renewal Term, the Basic, Standard or Enhanced Payroll service for your version of the Software is discontinued by us, Intuit shall refund to you the prorated amount of the subscription fee for the period of time you were unable to use the Basic, Standard or Enhanced Payroll.

Basic, Standard and Enhanced Payroll purchased at retail will begin after you activate Basic, Standard or Enhanced Payroll, which activation must be no later than ninety (90) days from purchase or the date marked on the outside of your QuickBooks Payroll box, whichever is earlier.

For each registered copy of the Software, you must purchase a separate subscription for Basic, Standard or Enhanced Payroll. For the purposes of Basic, Standard or Enhanced Payroll subscriptions, a QuickBooks Simple Start, QuickBooks Pro, QuickBooks Premier Multi-user pack, or an Enterprise Solutions Business Management Software user pack is considered a single registered copy of the Software. If you are using one of the aforementioned versions of the Software, you will need only one subscription to the applicable Basic, Standard or Enhanced Payroll service.

We strongly recommend you connect to Basic, Standard or Enhanced Payroll to validate your subscription and receive the most current payroll tax updates at least once every 45 days. Failure to update within 45 days may result in inaccurate withholding from payroll and you hereby assume any and all liability resulting from any inaccurate withholding resulting from a failure to update. Also, as a safety measure, and due to the changes in payroll tax rates, if your subscription to the Basic, Standard or Enhanced Payroll Service expires, you will be unable to continue to process payroll using tax tables or tax forms in QuickBooks. In the event this occurs, connect with Basic, Standard or Enhanced Payroll, bring your subscription account current if necessary, get the latest payroll updates, and you will again be able to process payroll.

License Grant and Restrictions. If and when you subscribe to Basic, Standard or Enhanced Payroll and pay the applicable subscription fee, Intuit grants you a limited non-exclusive license to use the tax tables, selected payroll tax forms (for Standard and Enhanced Payroll only), when available, and documentation ("Payroll Updates") within the United States, provided that you comply with all of the terms and conditions of this Agreement. You may not use the Payroll Updates except with the Software. You may only use or install updates to Basic, Standard or Enhanced Payroll on the computer(s) used by individual(s) for whom you have purchased a license to the Software. You may not process payroll for any other person, company or legal entity without a valid subscription to the Enhanced Payroll for Accountants payroll service.

Certain Basic, Standard or Enhanced Payroll services may have restrictions on the number of employees for whom payroll can be processed. When you purchase an employee-limited service, the service will allow you to process payroll for up to a certain number of employees. If you wish to process payroll for more employees, you may be required to choose a higher level of service or pay an additional fee. If you wish to process payroll for fewer employees, you must choose a lower level of service. "Employees" refers to all employees paid on the computer(s) used by the individual(s) for whom you have purchased a license to the Software. We may collect and make use of information about how many employees you pay and may suggest the right level of payroll service for you based on that information.

Termination and Amendment. Your rights to the Basic, Standard or Enhanced Payroll subscription may be terminated by Intuit immediately and without notice if you fail to comply with any term or condition of this Agreement or if Intuit is unable to debit your Card in accordance with this Agreement. Intuit shall have the right to change or add to the terms or conditions of the Basic, Standard or Enhanced Payroll service at any time (provided that it is not Intuit's intent that such change substantially affect the license rights granted to you and for which consideration was paid by you), and to change the method of delivering or accessing the Basic, Standard or Enhanced Payroll service and/or the subscription fee, and to change, delete, discontinue or impose conditions on any feature or aspect of the Basic, Standard or Enhanced Payroll service. In this event you will receive notice of such change, typically via email or on www.quickbooks.com. For the latest version of the terms or conditions of the Basic, Standard or Enhanced Payroll service, go to www.payroll.com, or such other site designated by Intuit. The Payroll Service does not include access to the Internet for connecting to Basic, Standard or Enhanced Payroll, nor does it include furnishing advice of deductions. Basic, Standard or Enhanced Payroll does not include information regarding selected local and state taxes. Basic, Standard or Enhanced Payroll operates only with a compatible version of the Software; so from time to time you may need to install updates or upgrades (or allow Intuit to install them electronically) or purchase an upgrade version of the Software to continue using Basic, Standard or Enhanced Payroll. All users in a multi-user environment must be using valid licensed copies of the same version year of the Software.

Electronic Filing and Payment of Payroll Tax for Enhanced Payroll. You must have a supported version of QuickBooks and a current subscription to Enhanced Payroll in order to electronically file and pay your payroll taxes ("Transaction") using QuickBooks. If you choose to file and/or pay your Transaction electronically, it will be forwarded to Intuit's Electronic Filing Center where Intuit will convert it to a standardized format and transmit it to the applicable federal and/or state taxing authority (the "Electronic Filing Services"). You are responsible for verifying the status of your Transaction to confirm that it has been received and accepted by the applicable taxing authority, and if necessary, for filing and paying it manually in the event that the taxing authority rejects your Transaction (e.g., incorrect bank account number, invalid pin, duplicate payment). Except to the extent required by applicable law, Intuit has no obligation to store, maintain or provide to you any information you provide to Intuit, and you agree to print and save a copy of your Transaction for your records. By using this system to prepare and submit your Transaction, you consent to the disclosure to the IRS and any other tax or revenue authority of all information pertaining to your use of the Electronic Filing Services. Using the system to prepare and submit your Transaction with state taxing authorities is subject to availability.
Some Transactions may go through the Automated Clearing House (the "ACH"), and you agree that your Transactions will be governed by the ACH rules. You warrant to Intuit everything that Intuit must warrant as an ACH Originator, and you accept any liability you or Intuit may incur which is caused by your Transactions. If Intuit tells you that information concerning your Transactions has changed, you must use this corrected information in the future to initiate Transactions.
You authorize Intuit to send Transactions, electronically or by any other commercially accepted method, to the appropriate financial institution or taxing authority. You also authorize and direct the institution which holds your demand deposit account, identified when you sign up, or any other account you identify when using the Enhanced Payroll Service in the future ("Your Account(s)"), to charge each debit to Your Account(s) and pay that amount to the government agency. You authorize Intuit and its agents (if applicable) to enroll you with the appropriate taxing authorities for the purposes of e-filing and e-payment at our discretion. This authorization remains in effect until you notify Intuit that this authorization is revoked.

Certain Basic, Standard or Enhanced Payroll services may have restrictions on the number of employees for whom payroll can be processed. When you purchase an employee-limited service, the service will allow you to process payroll for up to a certain number of employees. If you wish to process payroll for more employees, you may be required to choose a higher level of service or pay an additional fee. If you wish to process payroll for fewer employees, you must choose a lower level of service. "Employees" refers to all employees paid on the computer(s) used by the individual(s) for whom you have purchased a license to the Software. We may collect and make use of information about how many employees you pay and may suggest the right level of payroll service for you based on that information.

Termination and Amendment. Your rights to the Basic, Standard or Enhanced Payroll subscription may be terminated by Intuit immediately and without notice if you fail to comply with any term or condition of this Agreement or if Intuit is unable to debit your Card in accordance with this Agreement. Intuit shall have the right to change or add to the terms or conditions of the Basic, Standard or Enhanced Payroll service at any time (provided that it is not Intuit's intent that such change substantially affect the license rights granted to you and for which consideration was paid by you), and to change the method of delivering or accessing the Basic, Standard or Enhanced Payroll service and/or the subscription fee, and to change, delete, discontinue or impose conditions on any feature or aspect of the Basic, Standard or Enhanced Payroll service. In this event you will receive notice of such change, typically via email or on www.quickbooks.com. For the latest version of the terms or conditions of the Basic, Standard or Enhanced Payroll service, go to www.payroll.com, or such other site designated by Intuit. The Payroll Service does not include access to the Internet for connecting to Basic, Standard or Enhanced Payroll, nor does it include furnishing advice of deductions. Basic, Standard or Enhanced Payroll does not include information regarding selected local and state taxes. Basic, Standard or Enhanced Payroll operates only with a compatible version of the Software; so from time to time you may need to install updates or upgrades (or allow Intuit to install them electronically) or purchase an upgrade version of the Software to continue using Basic, Standard or Enhanced Payroll. All users in a multi-user environment must be using valid licensed copies of the same version year of the Software.

Electronic Filing and Payment of Payroll Tax for Enhanced Payroll. You must have a supported version of QuickBooks and a current subscription to Enhanced Payroll in order to electronically file and pay your payroll taxes ("Transaction") using QuickBooks. If you choose to file and/or pay your Transaction electronically, it will be forwarded to Intuit's Electronic Filing Center where Intuit will convert it to a standardized format and transmit it to the applicable federal and/or state taxing authority (the "Electronic Filing Services"). You are responsible for verifying the status of your Transaction to confirm that it has been received and accepted by the applicable taxing authority, and if necessary, for filing and paying it manually in the event that the taxing authority rejects your Transaction (e.g., incorrect bank account number, invalid pin, duplicate payment). Except to the extent required by applicable law, Intuit has no obligation to store, maintain or provide to you any information you provide to Intuit, and you agree to print and save a copy of your Transaction for your records. By using this system to prepare and submit your Transaction, you consent to the disclosure to the IRS and any other tax or revenue authority of all information pertaining to your use of the Electronic Filing Services. Using the system to prepare and submit your Transaction with state taxing authorities is subject to availability.
Some Transactions may go through the Automated Clearing House (the "ACH"), and you agree that your Transactions will be governed by the ACH rules. You warrant to Intuit everything that Intuit must warrant as an ACH Originator, and you accept any liability you or Intuit may incur which is caused by your Transactions. If Intuit tells you that information concerning your Transactions has changed, you must use this corrected information in the future to initiate Transactions.
You authorize Intuit to send Transactions, electronically or by any other commercially accepted method, to the appropriate financial institution or taxing authority. You also authorize and direct the institution which holds your demand deposit account, identified when you sign up, or any other account you identify when using the Enhanced Payroll Service in the future ("Your Account(s)"), to charge each debit to Your Account(s) and pay that amount to the government agency. You authorize Intuit and its agents (if applicable) to enroll you with the appropriate taxing authorities for the purposes of e-filing and e-payment at our discretion. This authorization remains in effect until you notify Intuit that this authorization is revoked.

*Note: You understand that certain features in the payroll tax electronic filing and payment service may be in beta and are not final. As a result, the payroll tax electronic filing and payment service may contain errors, "bugs" and other problems which may result in the failure of your Transaction to be filed or paid with the appropriate taxing authority. You agree that Intuit may contact you in order to assist you with the service and to obtain information needed to determine and fix any error.

Other Services. The use by you of the Payroll Services, including but not limited to, Direct Deposit for the Payroll Services may be subject to your acceptance of separate agreements in addition to the terms of this Agreement. Application forms and information to subscribe to the Direct Deposit services are provided through the Software. You may sign up to use the Direct Deposit option only if you are an active subscriber to the Services.

YOU ASSUME FULL RESPONSIBILITY FOR THE USE OF THE PAYROLL SERVICES TO ACHIEVE YOUR INTENDED PURPOSES, FOR THE PROPER INSTALLATION AND USE OF THE PAYROLL SERVICE AND FOR VERIFYING THE RESULTS OBTAINED FROM USE OF THE PAYROLL SERVICE. IN ADDITION TO THE OTHER DISCLAIMERS IN THIS AGREEMENT, INTUIT AND ITS SUPPLIERS DISCLAIM ANY WARRANTY THAT THE PAYROLL SERVICE WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION OF THE PAYROLL SERVICE WILL BE UNINTERRUPTED OR ERROR FREE.

(2) QuickBooks Assisted Payroll and Assisted Advantage Payroll Service ("Assisted Payroll"). (Not applicable for Software and Trial versions that do not include access to the QuickBooks Assisted Payroll Service and/or Direct Deposit Option). In order for you to calculate federal and state payroll taxes, you must have (i) registered the Software, (ii) have Internet access, and (iii) subscribe to the applicable Assisted Payroll service. You may subscribe to Assisted Payroll through the Software. From time to time you may need to install updates or upgrades (or allow Intuit to install them electronically) or purchase an upgrade version of the Software to continue using Assisted Payroll. All users in a multi-user environment must be using licensed copies of the same version year of the Software. You are solely responsible and liable for the security of and controlling any access to or use of any forms W-2 viewed and/or saved on your computer. You agree that Intuit is not and shall not be responsible for the accuracy of any forms W-2.

License Grant and Restrictions. Intuit grants you a limited non-exclusive license to use the tax tables, selected payroll tax forms, when available, and documentation within the United States, provided that you comply with all of the terms and conditions of this Agreement. You may only use or install updates to Assisted Payroll on the computer(s) used by the individual(s) for whom you have purchased a license to the Software.

Termination and Amendment. Your rights to the Assisted Payroll service subscription may be terminated by Intuit immediately and without notice if you fail to comply with any term or condition of this Agreement. Intuit shall have the right to change or add to the terms or conditions of Assisted Payroll at any time (provided that it is not Intuit's intent that such change substantially affect the license rights granted to you and for which consideration was paid by you), and to change the method of delivering or accessing Assisted Payroll and/or the subscription fee and to change, delete, discontinue or impose conditions on any feature or aspect of the Assisted Payroll service. Assisted Payroll does not include furnishing payroll advice, information regarding local taxes and certain state taxes. Service availability and additional terms and conditions of Assisted Payroll are provided within the QuickBooks Assisted Payroll Services Agreement.

You understand that if you subscribe to the Assisted Payroll and/or Do It Yourself Payroll service and you use the service to process payroll fraudulently, Intuit will share your name and other information we collect with similar payroll processors in an attempt to collect outstanding amounts you owe to Intuit and other payroll processors.

(3) Upgrades and Updates. Certain versions of the Payroll Services include automatic future Upgrades (i.e., the most current version of the Software). If you are entitled to receive an Upgrade, you may be required to accept different software license terms and conditions.

If your Services subscription expires (for example you cancel or don't renew your subscription) or terminates (for example if Intuit is unable to debit your Card for the Service), Intuit has the right to withhold the shipment of Upgrades, and even if Intuit ships such Upgrades to you after your subscription has terminated or expired, you are not authorized to install such Upgrades. In addition, you will no longer be entitled to receive updates.

(4) Direct Deposit.

(a) Sign Up/Activation. In order for you to access the Direct Deposit service you must (i) have a valid subscription to the Software, and (ii) sign up for Direct Deposit. The Direct Deposit service will begin after Intuit receives and processes all the information, including any credit card or bank account information, requested by the sign up form. Processing your information may include submitting your sign up information to third parties such as your bank, credit reporting agencies and/or other agencies Intuit may use to validate your identity and/or credit history. We may also receive and review credit or similar reports on your business and its principals provided by such third parties. Therefore the information you provide Intuit must be accurate and complete or direct deposits may not be made, and we will be unable to perform the Direct Deposit service for you.

(b) Use and Restrictions. You may use Direct Deposit only for payroll direct deposits. You may fund your payroll to your employees ("Payments") by initiating electronic withdrawals within the Software from the demand deposit account of the financial institution you identified on the sign up form ("Your Account"). You may identify other financial institutions in the future to fund the direct deposit payroll payments to your employees. Under certain circumstances Intuit may use wire draw down requests or other funding methods (collectively "Debits") to fund your payroll direct deposits. Debits will also be initiated to pay fees for the Direct Deposit service and any adjustments to those fees. You will send Payments over the Internet in an online session (a "Transaction"). At the end of your Transaction, we will confirm that we have received it. Your Transaction will not be processed if you do not receive our confirmation before the Transaction is over. However, a confirmation does not mean that your Transaction is error-free, and if errors are detected later we may be unable to complete your Transaction. We will make reasonable efforts to tell you if we cannot complete your Transaction. Transactions taking place after certain processing deadlines may be considered to occur on the next business day.

Special processing fees may apply to some Transactions. We may establish certain security limits on Transactions we process, such as a maximum number or dollar amount of Transactions. We may change these limits from time to time and may choose not to disclose them.

The Direct Deposit service does not include access to the Internet for connecting to the Direct Deposit service, nor does it include furnishing advice of deductions or direct deposit to employees. Optional special processing requests may be available as part of the Direct Deposit service for an additional charge.

(c) Licensee Responsibilities. You must send us your Transaction at least two business banking days before the payroll pay date or your Transaction may not be processed. Debits will be charged to Your Account one banking day before the pay date of the applicable payroll and you must have sufficient funds in Your Account to fulfill your Transaction on that date. After that, no interest or earnings will accrue to you and Intuit will hold the money until the Payments are made. Once your Payments are complete and submitted you may recall and resubmit them until we send them to Automated Clearing House (the "ACH") network. You are solely responsible for verifying that all Payments have been received and are accurate. You must keep any payroll, tax or other records you need for reference, even though we may have information about the Payments in our files.

(d) Authorization and Agreement for Direct Payments (ACH Debits). You acknowledge and agree that (i) most Transactions will go through the Automated Clearing House (the "ACH"), (ii) your Transactions will be governed by the ACH rules, and (iii) the origination of ACH transactions to Your Account must comply with the provisions of U.S. law. You must indemnify and defend Intuit against any claims or lawsuits, including attorneys' fees that arise from or result from your Transactions. If Intuit tells you that an account number or other information concerning your Transactions has changed, you must use this corrected information to initiate future Transactions. You authorize Intuit to (a) initiate debit entries to Your Account and to debit the same to such account, and (b) send Transactions electronically or by any other commercially accepted method to Your Account. You authorize and direct the depository financial institution that holds Your Account to (x) charge each Debit to Your Account and pay that amount to Intuit, and (y) respond to inquiries from Intuit regarding your information and Your Account. This authorization will remain in full force and effect until Intuit has received written notification from you of its termination in such time and in such manner as to afford Intuit and the depository financial institution that holds Your Account a reasonable opportunity to act on it.

(e) Representations and Warranties. You represent and warrant to Intuit that (i) each person or entity to whom you send Payments has authorized the Payments and any necessary adjustments to be applied to his, her or its account, (ii) at the time any Payment is made you have no actual knowledge that the authorization has been revoked or terminated, (iii) your Payments comply with the laws that apply to them, (iv) that you have authorization to make withdrawals to Your Account and (vi) that all the information you provided to enter into the Agreement is true and correct.

(f) Password Security. You create or ask Intuit to issue a user ID and/or password to initiate Transactions. You are the only person authorized to use your user ID and/or password and for maintaining the confidentiality of your user ID and/or password. You shall not permit or allow other persons to have access to or use your user ID and/or password, except if you choose to share your user ID and/or password with your agents. You are responsible for the use of the Software and Direct Deposit service under your user ID and/or password. You authorize and direct Intuit and all impacted financial institutions to carry out all Transactions initiated with your user ID and/or password.

(g) Your Account. Intuit may refuse to process your Transaction if it reasonably believes that Your Account balance is insufficient to cover the dollar amount of the Transaction or for any other reason Intuit deems reasonable. If any amount debited against you is dishonored or returned for any reason, such as, but not limited to, non-sufficient funds, account closed, inability to locate account, or reversal by you and/or your bank, Intuit may; a) reverse any corresponding credit issued to Intuit, you, your employees or any other party without liability to you or any other party, (b) reverse direct deposit transactions, (c) refuse to perform further Services, (d) apply any money currently held by Intuit to any amount owed to Intuit by you, (e) charge you a one-time insufficient funds penalty fee, (f) report this information to any and all credit agencies and/or financial institutions and/or (g) immediately terminate this Agreement. Intuit may assess and collect interest at the rate of one and one-half percent (1.5%) per month (18% per annum) on any amounts owing and unpaid ten (10) days after demand. If further collection attempts are required, all Intuit's collections costs, including any costs associated with termination of this Agreement and including but not limited to, attorney fees, where permitted by law, will be charged to you. This section shall, to the extent applicable, survive the termination of this Agreement.

(h) General. Any sales, use or other taxes payable on the Direct Deposit service that we must pay will be collected in the same way your fees are paid. Intuit may review your use of the Direct Deposit service, your credit status or other factors periodically, including submitting your information to third parties such as your bank, credit reporting agencies and/or other agencies used to validate your identity and/or credit history, and/or reviewing credit or similar reports on your business and its principals provided by these third parties. Intuit may terminate your participation in the Direct Deposit service after such a review. If you (i) default in the payment of any sum of money hereunder, (ii) default in the performance of any other obligations under this Agreement, or (iii) commit an act of Bankruptcy or become the subject of any proceeding under the Bankruptcy Act or become insolvent, or if any substantial portion of your property becomes subject to levy, seizure, assignment, application for sale for or by any creditor or governmental agency, then, in any such event, Intuit, at its option, may, upon written notice thereof, (a) terminate the Agreement, (b) declare all amounts due and to become immediately due and payable and/or (c) require you to deposit an amount equal to its average future monthly or annual processing charges to prepay for any future processing.

(i) Termination. Your access to and use of the Direct Deposit service may be terminated by Intuit in accordance with the termination provisions in Sections 14 and B.5 of the Agreement. You may terminate your use of the Direct Deposit service by notifying us that you no longer wish to use the Direct Deposit service. Access to the Direct Deposit service will remain in effect until we have a reasonable opportunity to act on the notice. If you terminate the Direct Deposit service, no fees you have paid will be refunded.


(5) QuickBooks Employee Organizer. (Not applicable for Software and Trial versions that do not include access to the QuickBooks Employee Organizer). In order for you to access the Employee Organizer, you must (i) have registered the Software, (ii) have Internet access, and (iii) purchased the QuickBooks Employee Organizer ("Employee Organizer") separately. You may subscribe to the Employee Organizer through the Software by clicking on the appropriate Employee menu item from within the Software. The Employee Organizer will be enabled after we receive and process all the information requested, including your credit card or bank account information (if Intuit accepts this form of payment for the Employee Organizer). You must have a valid Card or sufficient funds in a U.S. checking or savings account (if Intuit accepts this form of payment for the Employee Organizer) to cover an electronic debit of the fee to purchase the Employee Organizer, except as described below. The information you provide must be accurate and complete.

Your initial purchase of the Employee Organizer includes a one-year subscription to the Employee Organizer Employment Regulations Update Service including the "Ask An Employment Question" e-mail inquiry service provided through CCH Incorporated ("Regulations Guide"). When you purchase the Employee Organizer and provide payment information, your Card or bank account (if Intuit accepts this form of payment for the Employee Organizer and/or the Regulations Guide) will be debited and will be automatically re-debited at the beginning of each subsequent one-year term subscription to the Regulations Guide at the then current subscription rate to maintain the Regulations Guide unless you notify us to cancel the Regulations Guide prior to the beginning of the new one-year term. If you cancel your subscription to the Regulations Guide you bear all risk for any inaccuracies, liability or penalties resulting from your use of any outdated information.

License Grant and Restrictions. If and when you (i) purchase the Employee Organizer and (ii) pay the appropriate subscription fee annually, Intuit grants you a limited non-exclusive license to use Regulations Guide within the United States, provided that you comply with all of the terms and conditions of this Agreement. You may not use the Regulations Guide except with the Software. You may only use or install updates to the Regulations Guide on the computer(s) used by individual(s) for whom you have purchased a license to the Software.

Termination and Amendment. Your rights to the Regulations Guide subscription may be terminated by Intuit immediately and without notice if you fail to comply with any term or condition of this Agreement or if Intuit is unable to debit your Card or your bank account (if Intuit accepts this form of payment for the Employee Organizer and/or the Regulations Guide) in accordance with this Agreement. If you do not renew your subscription to Employee Organizer, and/or Regulations Guide, or cancel your subscription or are terminated from service, you will still be able to use the Employee Organizer to access the data you have entered with respect to your employees on your currently installed version of the Software. However, if you install any subsequent updates to the Software, Employee Organizer shall be disabled and the data you have entered with respect to your employees will be rendered inaccessible.

Intuit shall have the right to change or add to the terms or conditions of this Agreement (provided that it is not Intuit's intent that such change substantially affect the license rights granted to you and for which consideration was paid by you), relating to the Employee Organizer, the Regulations Guide, the method of delivering or accessing the Regulations Guide, and the fees for the Employee Organizer and/or the Regulations Guide at any time and to change, delete, discontinue or impose conditions on any feature of aspect of the Employee Organizer and Regulations Guide. In this event you will receive notice of such change, typically via email or on www.quickbooks.com or such other site designated by Intuit. The Regulations Guide does not include access to the Internet, nor does it include furnishing of legal advice. The Employee Organizer and the Regulations Guide operate only with a compatible version of the Software; so from time to time you may need to install updates or upgrades (or allow Intuit to install them electronically) or purchase an upgrade version of the Software to continue using the service. All users in a multi-user environment must be using licensed copies of the same version of the Software. Your use of the Employee Organizer and/or the Regulations Guide indicates that you have read this Agreement and agree to its terms.


(6). THIRD PARTY NOTICES. The Software contains Adobe® Flash® Player software by Adobe Systems Incorporated, Copyright © 1995-2009 Adobe Macromedia Software LLC. All rights reserved. Adobe and Flash are trademarks of Adobe Systems Incorporated. Adobe software products are subject to the Adobe End User License Agreement found here: http://www.adobe.com/products/eulas/pdfs/Reader_Player_AIR_WWEULA-Combined-20080204_1313.pdf

© 2009 Intuit Inc. All rights reserved.
Intuit Inc.
P. O. Box 7850
Mountain View, CA 94039-7850
Date: As of July 2009

2009 Software License Agreement for QuickBooks® Software and Intuit Payroll Services

Thank you for selecting QuickBooks software. This Software License Agreement (the "Agreement") gives you certain rights and responsibilities depending on the software product license you purchased or subscribed to, as more fully described below (the "Software"). Certain versions of the Software contain Google™ Desktop and Google Maps. This Agreement includes the terms and conditions for Google Desktop. The terms and conditions for Google Maps may be found at http://maps.google.com/help/terms_maps.html. If the version of the Software license you purchased or subscribe to contains Google Desktop and Google Maps, when you accept this Agreement, you also accept the terms and conditions for Google Desktop and Google Maps. This Agreement governs your and your agents' access to and use of the software. If you do not accept this Agreement, you will not be able to use the Software. If you're not completely satisfied with your purchase, you may return it to the place of purchase within 60 days of the date of your purchase, along with your dated receipt, for a full refund. See Section 7. Satisfaction Guaranteed below for more details. You may print this Agreement by clicking on the print button located on the screen where this Agreement is displayed.

1. LICENSE GRANT AND RESTRICTIONS. Intuit Inc. ("Intuit", "us", "we", "our") grants you ("you" and "your" means you or the legal entity that you are authorized to represent and on whose behalf the Software is licensed) the following rights provided that you comply with all of the terms and conditions of this Agreement.

(i) Single User License and Single User Add On Pack Purchasers. You may: (a) install the Software on one computer for access and use by only one specific person; and (b) install the Software on one additional portable computer (e.g., a laptop that you own and use in your business), so long as only the same specific person accesses and uses the Software. If you purchased a valid license for the Software and received an Authentic Intuit CDROM, such CDROM is your backup copy of the Software. If you purchased a valid license and received the Software pre-installed on a new computer or through an electronic download, you may make one backup copy of the Software, but only for the purpose of reinstalling the Software, if needed, on the single computer or portable computer referenced in (a) and (b) above. You are not allowed to make copies of the printed materials accompanying the Software, if any, or print multiple copies of any user documentation.

(ii) Multi User License and Multi User Add On Pack Purchasers. You may: (a) install the Software on the number of computers equal to the number of user licenses you purchased; (b) access and use the Software solely by the number of specific persons corresponding to the number of user licenses you purchased, with no substitution of such users (for example, if you purchased a 3 user license pack and you have 10 employees in your company, the original 3 specific persons who were initially provided with access to and use of the Software, are the only persons licensed to use the Software unless you purchase additional licenses; (c) place a copy of your software data files on a network for access by licensed users; (d) install the Software on 1 additional computer above the number of the license(s) you purchased, solely to accompany your software data file, and not for use of the Software by another user; and (e) for each user license you purchased, make one copy of the printed materials accompanying the Software, if any, or print one copy of any online user documentation solely for use by licensed users. Notwithstanding (b) above, you may replace a specific user if such user leaves and must be replaced with a new employee.

(iii) Trial Versions. In connection with the foregoing license grant: (a) you may use a copy of the trial version of the Software only for the amount of time specified in the Software or in the materials accompanying the Software; and (b) according to the license grants above in Section 1 (i) for a single user license or (ii) if you are using more than one copy of the trial version of the Software. BY YOUR USE OF THE TRIAL VERSION OF THE SOFTWARE YOU UNDERSTAND AND AGREE THAT AFTER THE APPROXIMATE AMOUNT OF TIME SPECIFIED IN THE SOFTWARE OR IN THE MATERIALS ACCOMPANYING THE SOFTWARE, YOU MAY NOT BE ABLE TO CONTINUE TO ACCESS AND/OR USE SUCH TRIAL SOFTWARE OR ANY DATA YOU HAVE ENTERED INTO SUCH SOFTWARE UNLESS YOU PURCHASE THE APPROPRIATE FULL VERSION OF SUCH SOFTWARE.

You are not licensed or permitted under this Agreement to do any of the following: (a) modify, adapt, translate, rent or sublicense (including offering the Software to third parties on an applications service provider or time-sharing basis); (b) assign, loan, resell, transfer or distribute the Software, CDROM(s), or related materials or create derivative works based upon the Software or any part thereof; (c) network the Software, except that you may network your company data file as outlined in Section 1 (ii) above if you have purchased the multi-user license version; and (d) copy the Software in whole or part, except as expressly stated in (i), (ii), or (iii) above, or use trade secret information contained in the Software, to develop software to interface with the Software. You agree not to (and not to permit others to): (i) decompile, disassemble, or otherwise reverse engineer the Software, except as otherwise expressly permitted by applicable law; or (ii) remove, alter or obscure any confidentiality or proprietary rights notices (including copyright notices) of Intuit or its licensors on or within the Software or any copies of the Software. All license transfers are subject to written approval by Intuit and may be subject to a transfer fee determined by Intuit in its sole discretion. If your company is, or substantially all of its assets are, acquired by or merged into another company or sole proprietorship, please contact Intuit at transfer license@intuit.com regarding transferring your license to the new company.

(iv) Unlock License. If you elect to convert from one version of the Software to another (e.g., from the Trial version to the Single User version, from Simple Start to Pro, from Pro to Premier, etc.) using the unlock purchase process within the Software, your use of the new unlocked version of the Software must be in accordance with the terms and conditions of this Agreement. Once you have unlocked such version, you may no longer use the original version of the Software on any computer.

(v) If you obtained a license for the free version of the Software, there may be additional restrictions on the amount of data or records you can input and use within the Software, as stated within the Software or the accompanying documentation.

(vi) If you purchased a subscription license to the Software, the terms of this Agreement, as supplemented by the terms of the subscription, will govern your use of the Software and provided that the duration of such license will be based on the subscription model you have elected.

In addition to the QuickBooks software, the term "Software" includes any other programs, tools, applications, internet-based services, components and any "updates" (for example, Software maintenance, service information, help content, bug fixes, or maintenance releases etc.) of the Software that Intuit provides or makes available to you after the date you obtained your initial copy of the Software. You are entitled to download updates to the Software that Intuit generally makes available to other users of the Software. However, Upgrades (as defined in Section 16(3)) to the Software are only made available to subscribers of specified Payroll Services as set forth in Section 16(3). Certain Software may be accompanied by, and will be subject to, additional terms.

2. RESERVATION OF RIGHTS AND OWNERSHIP. The Software is licensed, not sold and Intuit reserves all rights not expressly granted to you in this Agreement. The Software is protected by copyright, trade secret and other intellectual property laws. Intuit and its licensors own the title, copyright, and other worldwide intellectual property rights in the Software and all copies of the Software. This Agreement does not grant you any rights to trademarks or service marks of Intuit.

3. INTUIT SERVICES. You may be made aware of or offered services, features, products, applications, online communities, offers and promotions provided by Intuit ("Intuit Services"). If you decide to use Intuit Services, you may be subject to additional terms and conditions governing these Intuit Services. You acknowledge that in accessing certain Intuit Services through the Software you may upload certain data from your account(s) such as employee and vendor names, addresses and phone numbers, purchases, and sales among others, to the Internet. You hereby grant Intuit permission to use information about your business and usage experience to enable us to provide the Intuit Services to you, including updating and maintaining your data, addressing errors or service interruptions, and to enhance the types of data and services Intuit may provide to you in the future. You also grant Intuit permission to combine your company information with that of others in way that does not identify you or any individual personally to improve services and to compare business practices with other company standards.

4. THIRD PARTY SERVICES. In connection with the promotion or your use of the Software, you may be made aware of or offered services, features, products, offers and promotions provided by third parties, and not by Intuit, such as internet based offerings ("Third Party Services"). Third Party Services may be subject to the terms and conditions specified by the third party providing such Third Party Services. If you decide to use Third Party Services, you are responsible for reviewing and understanding any such terms and conditions governing such Third Party Services. You authorize Intuit to use and disclose your contact information, including name and address, for the purpose of making the Third Party Services you choose available to you. Your participation in such Third Party Services indicates your acceptance of the terms and conditions for such Third Party Service. You agree that the third party, and not Intuit, is solely responsible for the performance of the Third Party Services.

5. THIRD PARTY WEB SITES. The Software and Services may contain or reference links to third party websites. Some of these links are provided as a convenience only. The inclusion of any link does not mean an affiliation, sponsorship, endorsement, approval, investigation, verification or monitoring by Intuit or its Suppliers (defined in Section 8 below) of any information contained in any third party website. In no event will Intuit or its Suppliers be responsible for the information contained in such third party website or for your use of or inability to use such website. Access to any other website is at your own risk, and you should be aware that linked websites may contain terms and privacy policies that are different from those of Intuit and its Suppliers. Neither Intuit nor its Suppliers are responsible for such provisions, and expressly disclaim any liability for them.

You are responsible for providing, at your expense, any access to the Internet and any required equipment including any mobile devices.

6. ADDITIONAL TERMS.

A. Timer Program. You may use the Timer program (if available) included with the Software, on all computers used in your business and may make the number of copies of the Timer program required for this purpose.

B. Data Files Transfer to QuickBooks Online. If available, you may have the option for a limited transfer of data files from select versions of the Software to select versions of QuickBooks Online financial software ("QBO") (see materials accompanying the Software for details). Once the data files are transferred from the Software to QBO, the Terms of Service for QBO shall apply to your use of QBO.

C. Registration; Other Restrictions. The Software includes required registration, so you agree that you must register the Software with Intuit within the amount of time specified by the Software, otherwise you will not be able to continue to use of the Software. You agree to keep your registration information accurate and complete and promptly update your registration data with us as necessary to keep it accurate, current and complete. We protect your registration information according to our privacy policies which can be found by clicking http://quickbooks.intuit.com/qb/common/privacy_policy/privacy.jsp or the privacy policy link on the Intuit website relating to the Software product you purchased. Enabling others to use your license number(s), product number(s), and validation number(s), if any, is strictly prohibited.

D. Software Updates and Programs. If and when you connect to the Internet and use the Software, Intuit may also include updates in the transmission or install programs you may have requested

E. Help and Support Intuit may use a variety of methods (e.g., in-product, Internet, chat, e-mail and phone) to provide technical support and customer service in connection with the Software and Intuit Services. The terms and conditions governing the offering of this support, some of which require the payment of an additional fee, are subject to change as announced by Intuit from time to time. Consult the QuickBooks Support Web site (currently, http://support.quickbooks.intuit.com/support/default.aspx?lid=site_header) for the most up-to-date information relating to this support and any associated charges, as well as updates to the Software. By using QuickBooks support, you authorize Intuit to collect certain company data files in order to provide you with a better customer support experience.

7. QUICKBOOKS SET UP AND TRAINING SERVICES Certain versions of the Software may give you the option to choose QuickBooks Set Up and Training Services ("Set Up Services").

(i) After you have submitted to Intuit the information requested in the sign up process and paid the applicable fee, Intuit will match you with an advisor. The advisor will contact you by telephone and e-mail (if provided) within three (3) business days of your purchase date. After your telephone/email meeting with your advisor, the advisor will schedule a time to meet with you in person or remotely (depending upon local advisor availability) to conduct a needs assessment and create a work plan.

(ii) After the advisor's initial assessment of your business needs, s/he will provide a list of tasks that will be completed as a part of the service and recommend the appropriate QuickBooks software for you based on information you provided, if you do not already have such software. If you agree to continue using the Set Up Services after your business needs assessment, you and the advisor will schedule a mutually agreeable time for the advisor to install QuickBooks software on your computer (if applicable), either remotely or in person. In the time between the needs assessment and installation, the advisor will setup your QuickBooks company file at his/her office. After installation of the QuickBooks software, the advisor will migrate your QuickBooks company file to your computer and provide you with training on applicable work flows and reports. You may cancel the Set Up Services any time before the advisor installs the applicable QuickBooks software on your computer.

Intuit is not providing to you, and the Services provided hereunder are not and shall not be deemed or construed to be, legal, financial or investment advice or recommendations. You should consult with your own legal, financial or investment advisors, as appropriate. Further, you agree that Intuit is not acting as your agent or fiduciary in connection with your use of the Set Up Services.

(iii) Intuit's obligations under this Agreement are subject to your agreement to, and performance of, your obligations under this Agreement including the following:

   (1) Providing Intuit (by such methods as email or fax or other electronic means) with true, correct and complete business information, workflow information, bank account information and any other data necessary to complete the installation and set-up of the QuickBooks software according to your business needs; and
   (2) Responding to Intuit communications and requests for information, and reviewing information provided or prepared by Intuit including any work plans, promptly and reasonably in advance of the installation of the QuickBooks software, notifying Intuit of any errors.

iv. Limitations of the QuickBooks Set Up and Training Services. The below limitations apply to the Set Up Services.

   (1) You will have up to 5 business days after the installation and training of the software to contact the advisors with any questions related to your QuickBooks installation and setup. After that time, the Set Up Services provided by Intuit will be officially complete and you will receive no further Set Up Services.
   (2) The Set up Services may not be available in all cities and states.
   (3) Intuit reserves the right to refuse to provide the Set Up Services to you and, in such instances, will refund any fees for the Set Up Services paid by you to Intuit.

v. Remote QuickBooks Installation. If the advisor is providing the Set Up Services to you remotely, the advisor will have control of your computer via WebEx in order to install the QuickBooks software and the customized data files on your computer. You acknowledge and agree the advisor may access your computer remotely for the purpose of providing the Services.

8. FEEDBACK. Intuit may provide you with a mechanism to provide feedback, suggestions and ideas about its Software and Services and participate in online communities ("Feedback"). You agree that Intuit may, in its sole discretion, use the Feedback you provide to Intuit in any way, including in future modifications of QuickBooks, multimedia works and/or advertising and promotional materials relating thereto. You hereby grant Intuit a perpetual, worldwide, fully transferable, irrevocable, royalty free license to use, reproduce, modify, create derivative works from, distribute and display the Feedback, in any manner and for any purpose.

9. PRIVACY. For details about Intuit's privacy policies, please refer to the QuickBooks Privacy Statement at http://quickbooks.intuit.com/qb/common/privacy_policy/privacy.jhtml, or the privacy policy link on the Intuit website relating to the Software product you purchased. You agree to be bound by the applicable Intuit privacy policy, as it may be amended from time to time in accordance with its terms.

10. SATISFACTION GUARANTEED/LIMITED WARRANTY.

(i) Satisfaction Guarantee. If you are not satisfied with the Software and (a) You purchased the Software from a retail store, you may uninstall and delete all copies of the Software from your computer(s) and return it within 60 days of purchase to the store where you purchased your license with a dated receipt for a full refund. If the store is unable or unwilling to issue a refund or you obtained the Software directly from Intuit, you may uninstall and delete all copies of the Software and return the Software with a dated receipt or packing slip within 60 days of purchase via U.S. mail to Intuit Inc., Returns Department, PO Box 19004, Greenville, SC 29602-9004 or via UPS to Intuit Inc., Returns Department, 110 Hidden Lake Circle, Duncan, SC 29334. (b) You obtained the Software directly from Intuit via an Internet download, you may submit a written request to Intuit including your name, contact and product order information to Intuit Inc., Returns Department, PO Box 19004, Greenville, SC 29602-9004. (c) The Software was pre-installed on your computer when you bought it, or if CDROMs came packaged with your computer at no extra charge, follow the manufacturer's applicable return policy; or (d) You obtained the Software by downloading it on your computer, contact the provider of the download site.

(ii) Limited Warranty. (a) If the CDROM on which the Software is stored is defective, then return the CDROM to Intuit Inc., Returns Department, PO Box 19004, Greenville, SC 29602-9004 within 60 days of shipment (or in the case of a retail purchase, within 60 days of purchase) with a dated receipt or packing slip, and a replacement CDROM will be mailed to you; (b) If more than 60 days has elapsed from the purchase date and the CDROM is defective and you would like a replacement while that version is still commercially available, you may obtain a replacement by sending your defective CDROM and a check for the applicable amount published by Intuit (currently twenty dollars ($20) per replacement), plus applicable taxes, to Intuit at the address listed above. (For all orders shipped within the U.S., please add all applicable shipping and handling charges, state and local sales tax as well as tax on shipping and handling based on your shipping address); (c) If the Software was pre-installed on your computer when you bought it, or if CDROMs came packaged with your computer at no extra charge, and the Software is defective or was installed improperly, you may obtain replacement CDROMs from the company that manufactured your computer, at its option, by sending your request stating the nature of the problem, plus a copy of your dated receipt for the computer on which the Software was installed, to the manufacturer of the computer; or (d) If you obtained the Software by downloading it on your computer and the Software installed improperly, contact the provider of the download site.

11. DISCLAIMER OF WARRANTIES. EXCEPT AS EXPRESSLY PROVIDED IN SECTION 10 ABOVE, THE SOFTWARE, SERVICES, AND ANY CONTENT ACCESSIBLE THROUGH THE SOFTWARE OR SERVICES ARE PROVIDED "AS-IS" AND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, INTUIT, ITS AFFILIATES, LICENSORS, PARTICIPATING FINANCIAL INSTITUTIONS, THIRD-PARTY CONTENT OR SERVICE PROVIDERS, DEALERS AND SUPPLIERS (COLLECTIVELY, "SUPPLIERS") DISCLAIM ALL GUARANTEES AND WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, REGARDING THE SOFTWARE, SERVICES, CONTENT, CDROMS AND RELATED MATERIALS, INCLUDING ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, TITLE, MERCHANTABILITY, AND NON-INFRINGEMENT. INTUIT DOES NOT WARRANT THAT THE SOFTWARE OR SERVICES ARE SECURE OR FREE FROM BUGS, VIRUSES, INTERRUPTION, OR ERRORS, OR THAT THE SOFTWARE OR SERVICES WILL MEET YOUR REQUIREMENTS. FURTHER, INTUIT DOES NOT WARRANT ACCESS TO THE INTERNET OR TO ANY OTHER SERVICE OR CONTENT OR DATA THROUGH THE SOFTWARE OR CONTINUED ACCESS TO THE TRIAL VERSION OF THE SOFTWARE OR TO THE DATA ENTERED INTO THE TRIAL VERSION OF THE SOFTWARE AFTER THE TRIAL PERIOD OF TIME IS OVER. SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. IN THAT EVENT, ANY IMPLIED WARRANTIES ARE LIMITED IN DURATION TO 60 DAYS FROM THE DATE OF PURCHASE OR DELIVERY OF THE SOFTWARE, AS APPLICABLE. HOWEVER, SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE.

THE SOFTWARE AND ANY RELATED SERVICES OR CONTENT ARE DESIGNED TO OPERATE AND PROVIDE INFORMATION WITH THE UNDERSTANDING THAT INTUIT AND ITS SUPPLIERS ARE NOT ENGAGED IN RENDERING LEGAL, ACCOUNTING OR OTHER PROFESSIONAL SERVICE. IF LEGAL ADVICE OR OTHER EXPERT ASSISTANCE IS REQUIRED, THE SERVICE OF A COMPETENT PROFESSIONAL SHOULD BE SOUGHT. INTUIT EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES THAT YOUR USE OF THE SOFTWARE WILL SATISFY ANY STATUTORY OR REGULATORY OBLIGATIONS, OR WILL ASSIST WITH, GUARANTEE OR OTHERWISE ENSURE COMPLIANCE WITH ANY APPLICABLE LAWS OR REGULATIONS, INCLUDING BUT NOT LIMITED TO THE HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT OF 1996 ("HIPAA"), THE GRAMM-LEACH-BLILEY ACT OF 1999, THE SARBANES-OXLEY ACT OF 2002, OR OTHER FEDERAL OR STATE STATUTES OR REGULATIONS. YOU ARE SOLELY RESPONSIBLE FOR ENSURING THAT YOUR USE OF THIS SOFTWARE, RELATED SERVICES OR CONTENT IS IN ACCORDANCE WITH APPLICABLE LAW. IT IS YOUR RESPONSIBILITY TO KEEP ABREAST OF CHANGES IN LAWS, REGULATIONS AND ACCOUNTING PRACTICES THAT AFFECT YOU AND YOUR BUSINESS.

All warranties or guarantees given or made by Intuit with respect to the Software (a) are solely for the benefit of you as the registered user of the Software and are not transferable, and (b) shall be null and void if you breach any term or condition of this Agreement.

12. LIMITATION OF LIABILITY AND DAMAGES. YOU AGREE THAT IN NO EVENT WILL INTUIT BE LIABLE FOR ANY LOSS, COST, LIABILITY OR DAMAGE INCURRED AS A RESULT OF YOUR RECEIPT OF OR PARTICIPATION IN THIRD PARTY SERVICES. THE ENTIRE CUMULATIVE LIABILITY OF INTUIT AND ITS SUPPLIERS FOR ANY REASON ARISING FROM OR RELATING TO THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT PAID BY YOU FOR THE SOFTWARE AND, IF SUCH LIABILITY ARISES FROM OR RELATES TO A SUBSCRIPTION TO AN INTUIT PAYROLL SERVICE, THEN SUCH LIABILITY SHALL BE LIMITED TO THE AMOUNT OF UP TO THREE (3) MONTHS OF ANY INTUIT PAYROLL SERVICE FEES PAID BY YOU, UNLESS OTHERWISE SEPARATELY AGREED BY INTUIT IN WRITING. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, INTUIT AND ITS SUPPLIERS SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES OR FOR ANY DAMAGES RELATING TO LOSS OF BUSINESS, TELECOMMUNICATION FAILURES, THE LOSS, CORRUPTION OR THEFT OF DATA, VIRUSES, SPYWARE, LOSS OF PROFITS OR INVESTMENT, TAX POSITIONS TAKEN BY YOU, USE OF THE SOFTWARE WITH HARDWARE OR OTHER SOFTWARE THAT DOES NOT MEET INTUIT'S SYSTEMS REQUIREMENTS OR THE LIKE, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF INTUIT, ITS SUPPLIERS OR ITS REPRESENTATIVES 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. SOME STATES DO NOT ALLOW THE LIMITATION AND/OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN INTUIT AND YOU. INTUIT WOULD NOT BE ABLE TO HAVE PROVIDED THIS SOFTWARE OR SERVICES WITHOUT SUCH LIMITATIONS.

13. CONSENT TO CONDUCT BUSINESS ELECTRONICALLY ("CONSENT").

(a) Consent to Electronic Communications. Intuit may be required by law to send "Communications" (as defined below) to you that may pertain to the Software, the use of information you may submit to Intuit, and the Third Party Services you choose. Additionally, certain of the Third Party Services you choose may require Communications with the third parties who administer these programs. You agree that Intuit, on behalf of itself, and others who administer such services (as applicable), may send Communications to you by email and/or may make Communications available to you by posting them at one or more of our sponsored websites, such as www.quickbooks.com. You consent to receive these Communications electronically.

The term "Communications" means any notice, record, agreement, or other type of information that is made available to you or received from you in connection with the Software and the Third Party Services

(b) Consenting to Do Business Electronically. The decision whether to do business electronically is yours, and you should consider whether you have the required hardware and software capabilities described below. Your consent to do business electronically, and our agreement to do so, applies to this Agreement, the Software and any applicable Third Party Services.

(d) Withdrawal of Consent. If you later decide that you do not want to receive future Communications electronically, write to us at QuickBooks Customer Service Intuit Inc., 2800 East Commerce Center Place Tucson, AZ 85706. Clearly state your desire to withdraw consent of electronic communication. If you withdraw your consent to receive Communications electronically, we may terminate your use of the Software and Third Party Services.

(e) Changes to Your Email Address. In order to provide you with the Communications, you agree to notify us promptly of any change in your email address. You can do so by logging on to https://privacy.intuit.com/cpi/do/comments and following the instructions to submit a comment to Intuit (please include both your old and new email addresses).

14. MISCELLANEOUS. Except as expressly set forth in this Agreement, this Agreement is a complete statement of the agreement between you and Intuit and sets forth the entire liability of Intuit and its Suppliers and your exclusive remedy with respect to the Software, Intuit Services, and Third Party Services and their use. The Suppliers, agents, employees, distributors, and dealers of Intuit are not authorized to make modifications to this Agreement, or to make any additional representations, commitments, or warranties binding on Intuit. Any waiver of the terms herein by Intuit must be in a writing signed by an authorized officer of Intuit and expressly referencing the applicable provisions of this Agreement. If any provision of this Agreement 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 under applicable law, and the remaining provisions will continue in full force and effect. This Agreement 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 the application of law of a different jurisdiction, and applicable federal law. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. The parties hereby consent to the exclusive jurisdiction and venue in the state courts in Santa Clara County, California or federal court for the Northern District of California. Headings are included for convenience only, and shall not be considered in interpreting this Agreement. As used in this Agreement, the word "including" means "including but not limited to." This Agreement does not limit any rights that Intuit may have under trade secret, copyright, patent or other laws.

15. TERMINATION AND AMENDMENT. Your rights under this Agreement may be terminated by Intuit immediately and without notice if you fail to comply with any term or condition of this Agreement or no longer consent to receipt of electronic Communications. Upon such termination, you must immediately cease using the Software and any Service, and delete or destroy all complete and partial copies of the Software, including all backup copies. Any termination of this Agreement shall not affect Intuit's rights hereunder. Intuit shall have the right to change or add to the terms of its Agreement at any time (provided that it is not Intuit's intent that such change substantially affect the license rights granted to you in Section 1 and for which consideration was paid by you), and to change, delete, discontinue, or impose conditions on any feature or aspect of the Software or Services (including internet based services, pricing, technical support options, and other product-related policies) upon notice by any means Intuit determines in its discretion to be reasonable, including sending you an email notification or posting information concerning any such change, addition, deletion, discontinuance or conditions in the Software or on any Intuit sponsored web site, including www.quickbooks.com.

The Intuit Software is subject to Intuit's discontinuation policy and Intuit reserves the right to discontinue all support for the Intuit Software, and/or for any features, online or other services or content accessible through the Intuit Software in accordance with its current discontinuation policy. If the Intuit Software offers services that require a connection to an Intuit server (including Internet-based services), such as downloading financial data from a participating bank, credit union, credit card, brokerage, mutual fund accounts, online bill paying, and downloading stock/fund quotes and news, such services may expire in accordance with Intuit's current discontinuation policy.

Intuit's current discontinuation policy is to provide support for the Intuit Software and for online and other services or content accessible through the Intuit Software for the most current version of the Intuit Software plus the prior two years' versions . More information about the discontinuation policy relating to the Intuit Software is available at http://support.quickbooks.intuit.com/support/DiscontinuationPlan.aspx.

16. EXPORT RESTRICTIONS. You acknowledge that this software is subject to the U.S. Export Administration Regulations (15 CFR, Chapter VII) and that you will comply with these regulations. You will not export or re-export this product, directly or indirectly, to: (1) any countries that are subject to US export restrictions; (2) any end user who has been prohibited from participating in US export transactions by any federal agency of the US government; or (3) any 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 acknowledge that this product may include technical data subject to export and re-export restrictions imposed by US law.

17. U.S. GOVERNMENT. The Software is a "commercial item," as that term is defined at 48 C.F.R. 2.101 (OCT 1995), consisting of "commercial computer software" and "commercial computer software documentation," as such terms are used in 48 C.F.R. 12.212 (SEPT 1995). Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4 (JUNE 1995), all U.S. Government End Users acquire the Software with only those rights set forth herein.

18. HEALTH INFORMATION AND PRIVACY. If you intend to use the Software, related services and content in conjunction with the medical or health information of particular individuals, you acknowledge and agree that the Software, related services and content are not "HIPAA-ready" or "HIPAA-compliant" and will not assist with or ensure compliance with HIPAA, and that you are solely responsible for using the Software, related services and content in a manner consistent with all applicable federal and state privacy laws relating to medical or health information.

19. SUPPLEMENTAL TERMS FOR ADD-ON PRODUCTS AND SERVICES.. The terms of the Agreement, in addition to the supplemental terms identified below, apply to the applicable add-on product or service that may be made available by Intuit to QuickBooks Licensees.

QuickBooks Payroll Subscription Services (together the "Payroll Services")

(1) QuickBooks Basic Payroll, Standard Payroll, Enhanced Payroll, Enhanced Payroll for Accountants, and Enhanced Payroll Plus ("Basic", "Standard or Enhanced Payroll"). (Not applicable for Software and Trial versions that do not include access to the applicable Basic, Standard or Enhanced Payroll Service.)In order for you to calculate federal and state payroll taxes, you must (i) have registered the Software, (ii) have Internet access, and (iii) subscribe to the applicable Basic, Standard or Enhanced Payroll service. You may subscribe to the applicable Basic, Standard or Enhanced Payroll through the Software by clicking on the appropriate Employee menu item from within the Software. The applicable Basic, Standard or Enhanced Payroll service will begin after we receive and process all the information requested, including your credit card or bank account information. You must have a valid credit card or a valid debit card with a Visa or MasterCard logo ("Card") or sufficient funds in a U.S. checking or savings account to cover an electronic debit of the subscription fee to obtain the applicable Basic, Standard or Enhanced Payroll, except as described below. The information you provide must be accurate and complete. When you subscribe and provide payment information, your Card or bank account will be debited and will be automatically re-debited at the beginning of each applicable monthly or one-year subscription term of the Basic, Standard or Enhanced Payroll ("Renewal Term") at the then current subscription rate to maintain the Basic, Standard or Enhanced Payroll service. You may notify us to cancel the Basic, Standard or Enhanced Payroll service prior to the beginning of each Renewal Term. If, during a Renewal Term, the Basic, Standard or Enhanced Payroll service for your version of the Software is discontinued by us, Intuit shall refund to you the prorated amount of the subscription fee for the period of time you were unable to use the Basic, Standard or Enhanced Payroll.

Basic, Standard and Enhanced Payroll purchased at retail will begin after you activate Basic, Standard or Enhanced Payroll, which activation must be no later than ninety (90) days from purchase or the date marked on the outside of your QuickBooks Payroll box, whichever is earlier.

For each registered copy of the Software, you must purchase a separate subscription for Basic, Standard or Enhanced Payroll. For the purposes of Basic, Standard or Enhanced Payroll subscriptions, a QuickBooks Simple Start, QuickBooks Pro, QuickBooks Premier Multi-user pack, or an Enterprise Solutions Business Management Software user pack is considered a single registered copy of the Software. If you are using one of the aforementioned versions of the Software, you will need only one subscription to the applicable Basic, Standard or Enhanced Payroll service.

We strongly recommend you connect to Basic, Standard or Enhanced Payroll to validate your subscription and receive the most current payroll tax updates at least once every 45 days. Failure to update within 45 days may result in inaccurate withholding from payroll and you hereby assume any and all liability resulting from any inaccurate withholding resulting from a failure to update. Also, as a safety measure, and due to the changes in payroll tax rates, if your subscription to the Basic, Standard or Enhanced Payroll Service expires, you will be unable to continue to process payroll using tax tables or tax forms in QuickBooks. In the event this occurs, connect with Basic, Standard or Enhanced Payroll, bring your subscription account current if necessary, get the latest payroll updates, and you will again be able to process payroll.

License Grant and Restrictions. If and when you subscribe to Basic, Standard or Enhanced Payroll and pay the applicable subscription fee, Intuit grants you a limited non-exclusive license to use the tax tables, selected payroll tax forms (for Standard and Enhanced Payroll only), when available, and documentation ("Payroll Updates") within the United States, provided that you comply with all of the terms and conditions of this Agreement. You may not use the Payroll Updates except with the Software. You may only use or install updates to Basic, Standard or Enhanced Payroll on the computer(s) used by individual(s) for whom you have purchased a license to the Software. You may not process payroll for any other person, company or legal entity without a valid subscription to the Enhanced Payroll for Accountants payroll service.

Certain Basic, Standard or Enhanced Payroll services may have restrictions on the number of employees for whom payroll can be processed. When you purchase an employee-limited service, the service will allow you to process payroll for up to a certain number of employees. If you wish to process payroll for more employees, you may be required to choose a higher level of service or pay an additional fee. If you wish to process payroll for fewer employees, you must choose a lower level of service. "Employees" refers to all employees paid on the computer(s) used by the individual(s) for whom you have purchased a license to the Software. We may collect and make use of information about how many employees you pay and may suggest the right level of payroll service for you based on that information.

Termination and Amendment. Your rights to the Basic, Standard or Enhanced Payroll subscription may be terminated by Intuit immediately and without notice if you fail to comply with any term or condition of this Agreement or if Intuit is unable to debit your Card in accordance with this Agreement. Intuit shall have the right to change or add to the terms or conditions of the Basic, Standard or Enhanced Payroll service at any time (provided that it is not Intuit's intent that such change substantially affect the license rights granted to you and for which consideration was paid by you), and to change the method of delivering or accessing the Basic, Standard or Enhanced Payroll service and/or the subscription fee, and to change, delete, discontinue or impose conditions on any feature or aspect of the Basic, Standard or Enhanced Payroll service. In this event you will receive notice of such change, typically via email or on www.quickbooks.com. For the latest version of the terms or conditions of the Basic, Standard or Enhanced Payroll service, go to www.payroll.com, or such other site designated by Intuit. The Payroll Service does not include access to the Internet for connecting to Basic, Standard or Enhanced Payroll, nor does it include furnishing advice of deductions. Basic, Standard or Enhanced Payroll does not include information regarding selected local and state taxes. Basic, Standard or Enhanced Payroll operates only with a compatible version of the Software; so from time to time you may need to install updates or upgrades (or allow Intuit to install them electronically) or purchase an upgrade version of the Software to continue using Basic, Standard or Enhanced Payroll. All users in a multi-user environment must be using valid licensed copies of the same version year of the Software.

Electronic Filing and Payment of Payroll Tax for Enhanced Payroll. You must have a supported version of QuickBooks and a current subscription to Enhanced Payroll in order to electronically file and pay your payroll taxes ("Transaction") using QuickBooks. If you choose to file and/or pay your Transaction electronically, it will be forwarded to Intuit's Electronic Filing Center where Intuit will convert it to a standardized format and transmit it to the applicable federal and/or state taxing authority (the "Electronic Filing Services"). You are responsible for verifying the status of your Transaction to confirm that it has been received and accepted by the applicable taxing authority, and if necessary, for filing and paying it manually in the event that the taxing authority rejects your Transaction (e.g., incorrect bank account number, invalid pin, duplicate payment). Except to the extent required by applicable law, Intuit has no obligation to store, maintain or provide to you any information you provide to Intuit, and you agree to print and save a copy of your Transaction for your records. By using this system to prepare and submit your Transaction, you consent to the disclosure to the IRS and any other tax or revenue authority of all information pertaining to your use of the Electronic Filing Services. Using the system to prepare and submit your Transaction with state taxing authorities is subject to availability.
Some Transactions may go through the Automated Clearing House (the "ACH"), and you agree that your Transactions will be governed by the ACH rules. You warrant to Intuit everything that Intuit must warrant as an ACH Originator, and you accept any liability you or Intuit may incur which is caused by your Transactions. If Intuit tells you that information concerning your Transactions has changed, you must use this corrected information in the future to initiate Transactions.
You authorize Intuit to send Transactions, electronically or by any other commercially accepted method, to the appropriate financial institution or taxing authority. You also authorize and direct the institution which holds your demand deposit account, identified when you sign up, or any other account you identify when using the Enhanced Payroll Service in the future ("Your Account(s)"), to charge each debit to Your Account(s) and pay that amount to the government agency. You authorize Intuit and its agents (if applicable) to enroll you with the appropriate taxing authorities for the purposes of e-filing and e-payment at our discretion. This authorization remains in effect until you notify Intuit that this authorization is revoked.

*Note: You understand that certain features in the payroll tax electronic filing and payment service may be in beta and are not final. As a result, the payroll tax electronic filing and payment service may contain errors, "bugs" and other problems which may result in the failure of your Transaction to be filed or paid with the appropriate taxing authority. You agree that Intuit may contact you in order to assist you with the service and to obtain information needed to determine and fix any error.

Other Services. The use by you of the Payroll Services, including but not limited to, Direct Deposit for the Payroll Services may be subject to your acceptance of separate agreements in addition to the terms of this Agreement. Application forms and information to subscribe to the Direct Deposit services are provided through the Software. You may sign up to use the Direct Deposit option only if you are an active subscriber to the Services.

Termination and Amendment. Your rights to the Regulations Guide subscription may be terminated by Intuit immediately and without notice if you fail to comply with any term or condition of this Agreement or if Intuit is unable to debit your Card or your bank account (if Intuit accepts this form of payment for the Employee Organizer and/or the Regulations Guide) in accordance with this Agreement. If you do not renew your subscription to Employee Organizer, and/or Regulations Guide, or cancel your subscription or are terminated from service, you will still be able to use the Employee Organizer to access the data you have entered with respect to your employees on your currently installed version of the Software. However, if you install any subsequent updates to the Software, Employee Organizer shall be disabled and the data you have entered with respect to your employees will be rendered inaccessible.

YOU ASSUME FULL RESPONSIBILITY FOR THE USE OF THE PAYROLL SERVICES TO ACHIEVE YOUR INTENDED PURPOSES, FOR THE PROPER INSTALLATION AND USE OF THE PAYROLL SERVICE AND FOR VERIFYING THE RESULTS OBTAINED FROM USE OF THE PAYROLL SERVICE. IN ADDITION TO THE OTHER DISCLAIMERS IN THIS AGREEMENT, INTUIT AND ITS SUPPLIERS DISCLAIM ANY WARRANTY THAT THE PAYROLL SERVICE WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION OF THE PAYROLL SERVICE WILL BE UNINTERRUPTED OR ERROR FREE.

(2) QuickBooks Assisted Payroll and Assisted Payroll Plus Service ("Assisted Payroll"). (Not applicable for Software and Trial versions that do not include access to the QuickBooks Assisted Payroll Service and/or Direct Deposit Option). In order for you to calculate federal and state payroll taxes, you must have (i) registered the Software, (ii) have Internet access, and (iii) subscribe to the applicable Assisted Payroll service. You may subscribe to Assisted Payroll through the Software. From time to time you may need to install updates or upgrades (or allow Intuit to install them electronically) or purchase an upgrade version of the Software to continue using Assisted Payroll. All users in a multi-user environment must be using licensed copies of the same version year of the Software. You are solely responsible and liable for the security of and controlling any access to or use of any forms W-2 viewed and/or saved on your computer. You agree that Intuit is not and shall not be responsible for the accuracy of any forms W-2.

License Grant and Restrictions. Intuit grants you a limited non-exclusive license to use the tax tables, selected payroll tax forms, when available, and documentation within the United States, provided that you comply with all of the terms and conditions of this Agreement. You may only use or install updates to Assisted Payroll on the computer(s) used by the individual(s) for whom you have purchased a license to the Software.

Termination and Amendment. Your rights to the Assisted Payroll service subscription may be terminated by Intuit immediately and without notice if you fail to comply with any term or condition of this Agreement. Intuit shall have the right to change or add to the terms or conditions of Assisted Payroll at any time (provided that it is not Intuit's intent that such change substantially affect the license rights granted to you and for which consideration was paid by you), and to change the method of delivering or accessing Assisted Payroll and/or the subscription fee and to change, delete, discontinue or impose conditions on any feature or aspect of the Assisted Payroll service. Assisted Payroll does not include furnishing payroll advice, information regarding local taxes and certain state taxes. Service availability and additional terms and conditions of Assisted Payroll are provided within the QuickBooks Assisted Payroll Services Agreement.

You understand that if you subscribe to the Assisted Payroll and/or Do It Yourself Payroll service and you use the service to process payroll fraudulently, Intuit will share your name and other information we collect with similar payroll processors in an attempt to collect outstanding amounts you owe to Intuit and other payroll processors.

(3) Upgrades and Updates. Certain versions of the Payroll Services include automatic future Upgrades (i.e., the most current version of the Software). If you are entitled to receive an Upgrade, you may be required to accept different software license terms and conditions.

If your Services subscription expires (for example you cancel or don't renew your subscription) or terminates (for example if Intuit is unable to debit your Card for the Service), Intuit has the right to withhold the shipment of Upgrades, and even if Intuit ships such Upgrades to you after your subscription has terminated or expired, you are not authorized to install such Upgrades. In addition, you will no longer be entitled to receive updates.

(4) Direct Deposit.

(a) Sign Up/Activation. In order for you to access the Direct Deposit service you must (i) have a valid subscription to the Software, and (ii) sign up for Direct Deposit. The Direct Deposit service will begin after Intuit receives and processes all the information, including any credit card or bank account information, requested by the sign up form. Processing your information may include submitting your sign up information to third parties such as your bank, credit reporting agencies and/or other agencies Intuit may use to validate your identity and/or credit history. We may also receive and review credit or similar reports on your business and its principals provided by such third parties. Therefore the information you provide Intuit must be accurate and complete or direct deposits may not be made, and we will be unable perform the Direct Deposit service for you.

(b) Use and Restrictions. You may use Direct Deposit only for payroll direct deposits. You may fund your payroll to your employees ("Payments") by initiating electronic withdrawals within the Software from the demand deposit account of the financial institution you identified on the sign up form ("Your Account"). You may identify other financial institutions in the future to fund the direct deposit payroll payments to your employees. Under certain circumstances Intuit may use wire draw down requests or other funding methods (collectively "Debits") to fund your payroll direct deposits. Debits will also be initiated to pay fees for the Direct Deposit service and any adjustments to those fees. You will send Payments over the Internet in an online session (a "Transaction"). At the end of your Transaction, we will confirm that we have received it. Your Transaction will not be processed if you do not receive our confirmation before the Transaction is over. However, a confirmation does not mean that your Transaction is error-free, and if errors are detected later we may be unable to complete your Transaction. We will make reasonable efforts to tell you if we cannot complete your Transaction. Transactions taking place after certain processing deadlines may be considered to occur on the next business day.

Special processing fees may apply to some Transactions. We may establish certain security limits on Transactions we process, such as a maximum number or dollar amount of Transactions. We may change these limits from time to time and may choose not to disclose them.

The Direct Deposit service does not include access to the Internet for connecting to the Direct Deposit service, nor does it include furnishing advice of deductions or direct deposit to employees. Optional special processing requests may be available as part of the Direct Deposit service for an additional charge.

(c) Licensee Responsibilities. You must send us your Transaction at least two business banking days before the payroll pay date or your Transaction may not be processed. Debits will be charged to Your Account one banking day before the pay date of the applicable payroll and you must have sufficient funds in Your Account to fulfill your Transaction on that date. After that, no interest or earnings will accrue to you and Intuit will hold the money until the Payments are made. Once your Transaction is complete and submitted it cannot be changed. You are solely responsible for verifying that all Transactions have been received and are accurate. You must keep any payroll, tax or other records you need for reference, even though we may have information about the Transactions in our files.

(d) Authorization and Agreement for Direct Payments (ACH Debits). You acknowledge and agree that (i) most Transactions will go through the Automated Clearing House (the "ACH"), (ii) your Transactions will be governed by the ACH rules, and (iii) the origination of ACH transactions to Your Account must comply with the provisions of U.S. law. You must indemnify and defend Intuit against any claims or lawsuits, including attorneys' fees that arise from or result from your Transactions. If Intuit tells you that an account number or other information concerning your Transactions has changed, you must use this corrected information to initiate future Transactions. You authorize Intuit to (a) initiate debit entries to Your Account and to debit the same to such account, and (b) send Transactions electronically or by any other commercially accepted method to Your Account. You authorize and direct the depository financial institution that holds Your Account to (x) charge each Debit to Your Account and pay that amount to Intuit, and (y) respond to inquiries from Intuit regarding your information and Your Account. This authorization will remain in full force and effect until Intuit has received written notification from you of its termination in such time and in such manner as to afford Intuit and the depository financial institution that holds Your Account a reasonable opportunity to act on it.

(e) Representations and Warranties. You represent and warrant to Intuit that (i) each person or entity to whom you send Payments has authorized the Payments and any necessary adjustments to be applied to his, her or its account, (ii) at the time any Payment is made you have no actual knowledge that the authorization has been revoked or terminated, (iii) your Payments comply with the laws that apply to them, (iv) that you have authorization to make withdrawals to Your Account and (vi) that all the information you provided to enter into the Agreement is true and correct.

(f) Password Security. You create or ask Intuit to issue a user ID and/or password to initiate Transactions. You are the only person authorized to use your user ID and/or password and for maintaining the confidentiality of your user ID and/or password. You shall not permit or allow other persons to have access to or use your user ID and/or password, except if you choose to share your user ID and/or password with your agents. You are responsible for the use of the Software and Direct Deposit service under your user ID and/or password. You authorize and direct Intuit and all impacted financial institutions to carry out all Transactions initiated with your user ID and/or password.

(g) Your Account. Intuit may refuse to process your Transaction if it reasonably believes that Your Account balance is insufficient to cover the dollar amount of the Transaction or for any other reason Intuit deems reasonable. If any amount debited against you is dishonored or returned for any reason, such as, but not limited to, non-sufficient funds, account closed, inability to locate account, or reversal by you and/or your bank, Intuit may; a) reverse any corresponding credit issued to Intuit, you, your employees or any other party without liability to you or any other party, (b) reverse direct deposit transactions, (c) refuse to perform further Services, (d) apply any money currently held by Intuit to any amount owed to Intuit by you, (e) charge you a one-time insufficient funds penalty fee, (f) report this information to any and all credit agencies and/or financial institutions and/or (g) immediately terminate this Agreement. Intuit may assess and collect interest at the rate of one and one-half percent (1.5%) per month (18% per annum) on any amounts owing and unpaid ten (10) days after demand. If further collection attempts are required, all Intuit's collections costs, including any costs associated with termination of this Agreement and including but not limited to, attorney fees, where permitted by law, will be charged to you. This section shall, to the extent applicable, survive the termination of this Agreement.

(h) General. Any sales, use or other taxes payable on the Direct Deposit service that we must pay will be collected in the same way your fees are paid. Intuit may review your use of the Direct Deposit service, your credit status or other factors periodically, including submitting your information to third parties such as your bank, credit reporting agencies and/or other agencies used to validate your identity and/or credit history, and/or reviewing credit or similar reports on your business and its principals provided by these third parties. Intuit may terminate your participation in the Direct Deposit service after such a review. If you (i) default in the payment of any sum of money hereunder, (ii) default in the performance of any other obligations under this Agreement, or (iii) commit an act of Bankruptcy or become the subject of any proceeding under the Bankruptcy Act or become insolvent, or if any substantial portion of your property becomes subject to levy, seizure, assignment, application for sale for or by any creditor or governmental agency, then, in any such event, Intuit, at its option, may, upon written notice thereof, (a) terminate the Agreement, (b) declare all amounts due and to become immediately due and payable and/or (c) require you to deposit an amount equal to its average future monthly or annual processing charges to prepay for any future processing.

(i) Termination. Your access to and use of the Direct Deposit service may be terminated by Intuit in accordance with the termination provisions in Section 15 of the Agreement. You may terminate your use of the Direct Deposition service by notifying us that you no longer wish to use the Direct Deposit service. Access to the Direct Deposit service will remain in effect until we have a reasonable opportunity to act on the notice. If you terminate the Direct Deposit service, no fees you have paid will be refunded.

(5) QuickBooks Employee Organizer. (Not applicable for Software and Trial versions that do not include access to the QuickBooks Employee Organizer). In order for you to access the Employee Organizer, you must (i) have registered the Software, (ii) have Internet access, and (iii) purchased the QuickBooks Employee Organizer ("Employee Organizer") separately. You may subscribe to the Employee Organizer through the Software by clicking on the appropriate Employee menu item from within the Software. The Employee Organizer will be enabled after we receive and process all the information requested, including your credit card or bank account information (if Intuit accepts this form of payment for the Employee Organizer). You must have a valid Card or sufficient funds in a U.S. checking or savings account (if Intuit accepts this form of payment for the Employee Organizer) to cover an electronic debit of the fee to purchase the Employee Organizer, except as described below. The information you provide must be accurate and complete.

Your initial purchase of the Employee Organizer includes a one-year subscription to the Employee Organizer Employment Regulations Update Service including the "Ask An Employment Question" e-mail inquiry service provided through CCH Incorporated ("Regulations Guide"). When you purchase the Employee Organizer and provide payment information, your Card or bank account (if Intuit accepts this form of payment for the Employee Organizer and/or the Regulations Guide) will be debited and will be automatically re-debited at the beginning of each subsequent one-year term subscription to the Regulations Guide at the then current subscription rate to maintain the Regulations Guide unless you notify us to cancel the Regulations Guide prior to the beginning of the new one-year term. If you cancel your subscription to the Regulations Guide you bear all risk for any inaccuracies, liability or penalties resulting from your use of any outdated information.

License Grant and Restrictions. If and when you (i) purchase the Employee Organizer and (ii) pay the appropriate subscription fee annually, Intuit grants you a limited non-exclusive license to use Regulations Guide within the United States, provided that you comply with all of the terms and conditions of this Agreement. You may not use the Regulations Guide except with the Software. You may only use or install updates to the Regulations Guide on the computer(s) used by individual(s) for whom you have purchased a license to the Software.

Termination and Amendment. Your rights to the Regulations Guide subscription may be terminated by Intuit immediately and without notice if you fail to comply with any term or condition of this Agreement or if Intuit is unable to debit your Card or your bank account (if Intuit accepts this form of payment for the Employee Organizer and/or the Regulations Guide) in accordance with this Agreement. If you do not renew your subscription to Employee Organizer, and/or Regulations Guide, or cancel your subscription or are terminated from service, you will still be able to use the Employee Organizer to access the data you have entered with respect to your employees on your currently installed version of the Software. However, if you install any subsequent updates to the Software, Employee Organizer shall be disabled and the data you have entered with respect to your employees will be rendered inaccessible.

Intuit shall have the right to change or add to the terms or conditions of this Agreement (provided that it is not Intuit's intent that such change substantially affect the license rights granted to you and for which consideration was paid by you), relating to the Employee Organizer, the Regulations Guide, the method of delivering or accessing the Regulations Guide, and the fees for the Employee Organizer and/or the Regulations Guide at any time and to change, delete, discontinue or impose conditions on any feature of aspect of the Employee Organizer and Regulations Guide. In this event you will receive notice of such change, typically via email or on www.quickbooks.com or such other site designated by Intuit. The Regulations Guide does not include access to the Internet, nor does it include furnishing of legal advice. The Employee Organizer and the Regulations Guide operate only with a compatible version of the Software; so from time to time you may need to install updates or upgrades (or allow Intuit to install them electronically) or purchase an upgrade version of the Software to continue using the service. All users in a multi-user environment must be using licensed copies of the same version of the Software. Your use of the Employee Organizer and/or the Regulations Guide indicates that you have read this Agreement and agree to its terms.

20. THIRD PARTY NOTICES. The Software contains Adobe® Flash® Player software by Adobe Systems Incorporated, Copyright © 1995-2006 Adobe Macromedia Software LLC. All rights reserved. Adobe and Flash are trademarks of Adobe Systems Incorporated.

© 2008 Intuit Inc. All rights reserved.
Intuit Inc.
P. O. Box 7850
Mountain View, CA 94039-7850
As of 07/29/08
Google Desktop Terms and Conditions
By agreeing to install Google Desktop you indicate that you have read, understand and agree to the Google Desktop Terms and Conditions located at http://desktop.google.com/eula.html. You understand and agree that Google reserves the right to modify these Google Desktop Terms and Conditions from time to time in its sole discretion, without notice or liability to you. You agree to be bound by these Google Desktop Terms and Conditions, as modified. Please review the most current version of the Google Desktop Terms and Conditions from time to time, located at http://desktop.google.com/eula.html (or such successor URL as Google may provide), so that you will be apprised of any changes.

Thank you for trying out Google Desktop! This page contains the terms and conditions ("Terms and Conditions") for Google Desktop and Google Desktop (collectively, "Google Desktop") - including our business version, Google Desktop for Enterprise. By downloading Google Desktop, you agree to this agreement either for yourself or on behalf of your employer or another entity and agree to be bound by its terms and conditions. If you are accepting on behalf of your employer or another entity, you represent and warrant that you have full legal authority to bind your employer or such entity to these terms and conditions. If you don't have the legal authority to bind, please press the "I do not accept" button below.
You acknowledge and agree that you must: (a) provide for your own access to the World Wide Web and pay any service fees associated with such access, and (b) provide all equipment necessary for you to make such connection to the World Wide Web, including a computer and modem.

Personal or Internal Business Use Only
Google Desktop is made available to you for your personal or internal business use in compliance with all applicable laws, rules and regulations. If you want to make commercial use of Google Desktop, including but not limited to selling or distributing Google Desktop for payment, you must enter into an agreement with Google or obtain Google's written permission in advance. If you are asked to register you must provide complete and accurate identification, contact, and other information required as part of the registration process. Google reserves the right to refuse or discontinue participation to any applicant at any time in its sole discretion.

Prohibited Actions
Except for distributions for internal business and/or personal use to your employees or contractors in compliance with these Terms and Conditions, you may not distribute Google Desktop or any services or software associated with or derived from it, modify, copy, license, or create derivative works from Google Desktop, unless you obtain Google's written permission in advance. If you wish to do any of the above, please contact us by visiting desktop.google.com/feedback.html.

Distribution
Once you have obtained Google's permission, you may make copies of Google Desktop and distribute such copies to others provided that any such recipient has had an opportunity to review and agree to be bound by these Terms and Conditions. If others to whom you'd like to distribute Google Desktop do not have this opportunity to review and agree to these Terms and Conditions but you would still like to distribute copies to them, you may do so provided that you have the legal right to bind each of those third parties to these Terms and Conditions. If you do not have this right and the recipients do not have an opportunity to review and agree to these Terms and Conditions, you may not distribute Google Desktop to them. If you have any questions regarding the terms of distribution, please contact us by visiting desktop.google.com/feedback.html.

Automatic Updates
Google Desktop may communicate with Google's servers (unless you are using Google Desktop for internal business use and your settings prevent this communication) to check for available updates to the software, such as bug fixes, patches, enhanced functions, missing plug-ins and new versions (collectively, "Updates"). During this process, Google Desktop sends Google a request for the latest version information. By installing Google Desktop (unless you are using Google Desktop for internal business use and your settings prevent this communication), you hereby agree to automatically request and receive Updates from Google's servers.

Information Practices
Protecting users' privacy is very important to Google. As a condition of downloading and using Google Desktop, you agree to the terms of the Google Desktop Privacy Policy [link], which may be updated from time to time, as expressed in the most recent version that exists at the time of your use. Information collected by Google may be stored and processed in the United States or any other country in which Google Inc. or its agents maintain facilities. By using Google Desktop you consent to any such transfer of information outside of your country.

Intellectual Property
You acknowledge that Google or third parties own all right, title and interest in and to Google Desktop, portions thereof, or software or content provided through or in conjunction with Google Desktop, including without limitation all Intellectual Property Rights. "Intellectual Property Rights" means any and all rights existing from time to time under patent law, copyright law, trade secret law, trademark law, unfair competition law, and any and all other proprietary rights, and any and all applications, renewals, extensions and restorations thereof, now or hereafter in force and effect worldwide. You agree not to (and agree not to allow third parties to) modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from Google Desktop, or to extract significant portions of Google Desktop's files for use in other applications. You also agree to (and agree not to allow third parties to) not remove, obscure, or alter Google's or any third party's copyright notice, trademarks, or other proprietary rights notices affixed to or contained within or accessed in conjunction with or through Google Desktop.

Feedback
If you have comments on Google Desktop or ideas on how to improve it, please visit desktop.google.com/feedback.html. Please note that by doing so, you also grant Google and third parties permission to use and incorporate your ideas or comments into Google Desktop (or third party software or content) without further compensation or approval.

Changes to Terms and Conditions
Google reserves the right to modify these Terms and Conditions from time to time in its sole discretion, without notice or liability to you. You agree to be bound by these Terms and Conditions, as modified. Please review the most current version of the Terms and Conditions from time to time, located at desktop.google.com/eula.html (or such successor URL as Google may provide), so that you will be apprised of any changes.

Disclaimer of Warranties
Google and any third party who makes its software or content available in conjunction with or through Google Desktop disclaim any responsibility for any harm resulting from your use (or use by your employees, agents or contractors) of Google Desktop and/or any third party software or content accessed in conjunction with or through Google Desktop. GOOGLE DESKTOP AND ANY THIRD PARTY SOFTWARE AND CONTENT MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH GOOGLE DESKTOP ARE PROVIDED "AS IS," WITH NO WARRANTIES WHATSOEVER. GOOGLE AND SUCH THIRD PARTIES EXPRESSLY DISCLAIM TO THE FULLEST EXTENT PERMITTED BY LAW ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS. GOOGLE AND ANY THIRD PARTY WHO MAKES ITS SOFTWARE OR CONTENT AVAILABLE IN CONJUNCTION WITH OR THROUGH GOOGLE DESKTOP DISCLAIM ANY WARRANTIES REGARDING THE SECURITY, RELIABILITY, TIMELINESS, AND PERFORMANCE OF GOOGLE DESKTOP AND SUCH THIRD PARTY SOFTWARE OR CONTENT. YOU UNDERSTAND AND AGREE THAT YOU DOWNLOAD AND/OR USE GOOGLE DESKTOP AND ALL THIRD PARTY SOFTWARE OR CONTENT MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH GOOGLE DESKTOP AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF GOOGLE DESKTOP AND SUCH THIRD PARTY SOFTWARE AND CONTENT. SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. YOU MAY ALSO HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE AND JURISDICTION TO JURISDICTION.

Limitation of Liability
UNDER NO CIRCUMSTANCES SHALL GOOGLE OR ANY THIRD PARTY WHO MAKES ITS SOFTWARE OR CONTENT AVAILABLE IN CONJUNCTION WITH OR THROUGH GOOGLE DESKTOP BE LIABLE TO ANY USER ON ACCOUNT OF THAT USER'S USE OR MISUSE OF GOOGLE DESKTOP OR SUCH THIRD PARTY SOFTWARE OR CONTENT. SUCH LIMITATION OF LIABILITY SHALL APPLY TO PREVENT RECOVERY OF DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, AND PUNITIVE DAMAGES WHETHER SUCH CLAIM IS BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, (EVEN IF GOOGLE AND/OR A THIRD PARTY SOFTWARE OR CONTENT PROVIDER HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). SUCH LIMITATION OF LIABILITY SHALL APPLY WHETHER THE DAMAGES ARISE FROM USE OR MISUSE OF AND RELIANCE ON GOOGLE DESKTOP AND ALL THIRD PARTY SOFTWARE OR CONTENT MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH GOOGLE DESKTOP, FROM INABILITY TO USE GOOGLE DESKTOP AND ALL THIRD PARTY SOFTWARE OR CONTENT MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH GOOGLE DESKTOP, OR FROM THE INTERRUPTION, SUSPENSION, OR TERMINATION OF GOOGLE DESKTOP AND ALL THIRD PARTY SOFTWARE AND CONTENT MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH GOOGLE DESKTOP (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES). SUCH LIMITATION SHALL APPLY NOTWITHSTANDING A FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND TO THE FULLEST EXTENT PERMITTED BY LAW. SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.

Miscellaneous Provisions
These Terms and Conditions will be governed by and construed in accordance with the laws of the State of California , without giving effect to the conflict of laws provisions of California or your actual state or country of residence. If for any reason a court of competent jurisdiction finds any provision or portion of these Terms and Conditions to be unenforceable, the remainder of these Terms and Conditions will continue in full force and effect. These Terms and Conditions constitute the entire agreement between the parties with respect to the subject matter hereof and supersede and replace all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter. Any waiver of any provision of these Terms and Conditions will be effective only if in writing and signed by Google and/or a third party who make its software and/or content available in conjunction with or through Google Desktop.

2008 Software License Agreement for QuickBooks® Software and Intuit Payroll Services

Thank you for selecting QuickBooks software. This Software License Agreement (the "Agreement") gives you certain rights and responsibilities depending on the software product license you purchased or subscribed to, as more fully described below (the "Software"). Certain versions of the Software contains Google™ Desktop and Google Maps. This Agreement includes the terms and conditions for Google Desktop. The terms and conditions for Google Maps may be found at http://maps.google.com/help/terms_maps.html. If the version of the Software license you purchased or subscribe to contains Google Desktop and Google Maps, when you accept this Agreement, you also accept the terms and conditions for Google Desktop and Google Maps. This Agreement governs your and your agents' access to and use of the software. If you do not accept this Agreement, you will not be able to use the Software. If you're not completely satisfied with your purchase, you may return it to the place of purchase within 60 days of the date of your purchase, along with your dated receipt, for a full refund. See Section 7. Satisfaction Guaranteed below for more details. You may print this Agreement by clicking on the print button located on the screen where this Agreement is displayed.

1. LICENSE GRANT AND RESTRICTIONS. Intuit Inc. ("Intuit", "us", "we", "our") grants you ("you" and "your" means you or the legal entity identified in the registration process that you are authorized to represent and on whose behalf the Software is licensed) the following rights provided that you comply with all of the terms and conditions of this Agreement.

(i) Single User License and Single User Add On Pack Purchasers. You may: (a) install the Software on one computer for access and use by only one specific person; and (b) install the Software on one additional portable computer (e.g., a laptop that you own and use in your business), so long as only the same specific person accesses and uses the Software. If you purchased a valid license for the Software and received an Authentic Intuit CDROM, such CDROM is your backup copy of the Software. If you purchased a valid license and received the Software pre-installed on a new computer or through an electronic download, you may make one backup copy of the Software, but only for the purpose of reinstalling the Software, if needed, on the single computer or portable computer referenced in (a) and (b) above. You are not allowed to make copies of the printed materials accompanying the Software, if any, or print multiple copies of any user documentation.

(ii) Multi User License and Multi User Add On Pack Purchasers. You may: (a) install the Software on the number of computers equal to the number of user licenses you purchased; (b) access and use the Software solely by the number of specific persons corresponding to the number of user licenses you purchased, with no substitution of such users (for example, if you purchased a 3 user license pack and you have 10 employees in your company, the original 3 specific persons who were initially provided with access to and use of the Software, are the only persons licensed to use the Software) unless you purchase additional licenses; (c) place a copy of your software data files on a network for access by licensed users; (d) install the Software on 1 additional computer above the number of the license(s) you purchased, solely to accompany your software data file, and not for use of the Software by another user; and (e) for each user license you purchased, make one copy of the printed materials accompanying the Software, if any, or print one copy of any online user documentation solely for use by licensed users.

(iii) Trial Versions. In connection with the foregoing license grant: (a) you may use a copy of the trial version of the Software only for the amount of time specified in the Software or in the materials accompanying the Software; and (b) according to the license grants above in Section 1 (i) for a single user license or (ii) if you are using more than one copy of the trial version of the Software. BY YOUR USE OF THE TRIAL VERSION OF THE SOFTWARE YOU UNDERSTAND AND AGREE THAT AFTER THE APPROXIMATE AMOUNT OF TIME SPECIFIED IN THE SOFTWARE OR IN THE MATERIALS ACCOMPANYING THE SOFTWARE, YOU MAY NOT BE ABLE TO CONTINUE TO ACCESS AND/OR USE SUCH TRIAL SOFTWARE OR ANY DATA YOU HAVE ENTERED INTO SUCH SOFTWARE UNLESS YOU PURCHASE THE APPROPRIATE FULL VERSION OF SUCH SOFTWARE.

You are not licensed or permitted under this Agreement to do any of the following: (a) modify, adapt, translate, rent or sublicense (including offering the Software to third parties on an applications service provider or time-sharing basis); (b) assign, loan, resell, transfer or distribute the Software, CDROM(s), or related materials or create derivative works based upon the Software or any part thereof; (c) network the Software, except that you may network your company data file as outlined in Section 1 (ii) above if you have purchased the multi-user license version; and (d) copy the Software in whole or part, except as expressly stated in (i), (ii), or (iii) above, or use trade secret information contained in the Software, to develop software to interface with the Software. You agree not to (and not to permit others to): (i) decompile, disassemble, or otherwise reverse engineer the Software, except as otherwise expressly permitted by applicable law; or (ii) remove, alter or obscure any confidentiality or proprietary rights notices (including copyright notices) of Intuit or its licensors on or within the Software or any copies of the Software. All license transfers are subject to written approval by Intuit and may be subject to a transfer fee determined by Intuit in its sole discretion. If your company is, or substantially all of its assets are, acquired by or merged into another company or sole proprietorship, please contact Intuit at transfer license@intuit.com regarding transferring your license to the new company.

(iv) Unlock License. If you elect to convert from one version of the Software to another (e.g., from the Trial version to the Single User version, from Simple Start to Pro, from Pro to Premier, etc.) using the unlock purchase process within the Software, your use of the new unlocked version of the Software must be in accordance with the terms and conditions of this Agreement. Once you have unlocked such version, you may no longer use the original version of the Software on any computer.

(v) If you obtained a license for the free version of the Software, there may be additional restrictions on the amount of data or records you can input and use within the Software, as stated within the Software or the accompanying documentation.

(vi) If you purchased a subscription license to the Software, the terms of this Agreement, as supplemented by the terms of the subscription, will govern your use of the Software and provided that the duration of such license will be based on the subscription model you have elected.

In addition to the QuickBooks software, the term "Software" includes any other programs, tools, internet-based services, components and any "updates" (for example, Software maintenance, service information, help content, bug fixes, or maintenance releases etc.) of the Software that Intuit provides or makes available to you after the date you obtained your initial copy of the Software. You are entitled to download updates to the Software that Intuit generally makes available to other users of the Software. However, Upgrades (as defined in Section 16(3)) to the Software are only made available to subscribers of specified Payroll Services as set forth in Section 16(3). Certain Software may be accompanied by, and will be subject to, additional terms.

2. RESERVATION OF RIGHTS AND OWNERSHIP. The Software is licensed, not sold and Intuit reserves all rights not expressly granted to you in this Agreement. The Software is protected by copyright, trade secret and other intellectual property laws. Intuit and its licensors own the title, copyright, and other worldwide intellectual property rights in the Software and all copies of the Software. This Agreement does not grant you any rights to trademarks or service marks of Intuit.

3. INTUIT SERVICES. You may be made aware of or offered services, features, products, offers and promotions provided by Intuit ("Intuit Services"). If you decide to use Intuit Services, you may be subject to additional terms and conditions governing these Intuit Services. You acknowledge that in accessing certain Intuit Services through the Software you may upload certain data from your account(s) such as employee and vendor names, addresses and phone numbers, purchases, and sales among others, to the Internet.

4. THIRD PARTY SERVICES. In connection with the promotion or your use of the Software, you may be made aware of or offered services, features, products, offers and promotions provided by third parties, and not by Intuit, such as internet based offerings ("Third Party Services"). Third Party Services may be subject to the terms and conditions specified by the third party providing such Third Party Services. If you decide to use Third Party Services, you are responsible for reviewing and understanding any such terms and conditions governing such Third Party Services. You authorize Intuit to use and disclose your contact information, including name and address, for the purpose of making the Third Party Services you choose available to you. Your participation in such Third Party Services indicates your acceptance of the terms and conditions for such Third Party Service. You agree that the third party, and not Intuit, is solely responsible for the performance of the Third Party Services.

5. THIRD PARY WEB SITES. The Software and Services may contain or reference links to third party websites. Some of these links are provided as a convenience only. The inclusion of any link does not mean an affiliation, sponsorship, endorsement, approval, investigation, verification or monitoring by Intuit or its Suppliers (defined in Section 8 below) of any information contained in any third party website. In no event will Intuit or its Suppliers be responsible for the information contained in such third party website or for your use of or inability to use such website. Access to any other website is at your own risk, and you should be aware that linked websites may contain terms and privacy policies that are different from those of Intuit and its Suppliers. Neither Intuit nor its Suppliers are responsible for such provisions, and expressly disclaim any liability for them.

You are responsible for providing, at your expense, any access to the Internet and any required equipment.

6. ADDITIONAL TERMS.

A. Timer Program. You may use the Timer program (if available) included with the Software, on all computers used in your business and may make the number of copies of the Timer program required for this purpose.

B. Data Files Transfer to QuickBooks Online Edition. If available, you may have the option for a limited transfer of data files from select versions the Software to select versions of QuickBooks Online Edition financial software ("QuickBooks OE") (see materials accompanying the Software for details). Once the data files are transferred from the Software to QuickBooks OE, the Terms of Service for QuickBooks OE shall apply to your use of QuickBooks OE.

C. Registration; Other Restrictions. The Software includes required registration, so you agree that you must register the Software with Intuit within the amount of time specified by the Software, otherwise you will not be able to continue to use of the Software. You agree to keep your registration information accurate and complete and promptly update your registration data with us as necessary to keep it accurate, current and complete. We protect your registration information according to our privacy policies which can be found by clicking http://quickbooks.intuit.com/qb/common/privacy_policy/privacy.jhtml or the privacy policy link on the Intuit website relating to the Software product you purchased. Enabling others to use your license number(s), product number(s), and validation number(s), if any, is strictly prohibited.

D. Software Updates and Programs. If and when you connect to the Internet and use the Software, Intuit may also include updates in the transmission or install programs you may have requested.

7. ADVISOR ASSISTED SERVICES ("ASSISTED SERVICES"). If available, you may have the option to choose Assisted Services.

(i) After you have submitted to Intuit the information requested in the sign up process and paid the applicable fee, Intuit will match you with an advisor. The advisor will contact you by telephone and e-mail (if provided) within three (3) business days of your purchase date. After your telephone/email meeting with your advisor, the advisor will schedule a time to meet with you in person or remotely (depending upon local advisor availability) to conduct a needs assessment and create a work plan.

(ii) After the advisor's initial assessment of your business needs, s/he will provide a list of tasks that will be completed as a part of the service and recommend the appropriate QuickBooks software for you based on information you provided, if you do not already have such software. If you agree to continue using the Services after your business needs assessment, you and the advisor will schedule a mutually agreeable time for the advisor to install QuickBooks software on your computer (if applicable), either remotely or in person. In the time between the needs assessment and installation, the advisor will setup your QuickBooks company file at his/her office. After installation of the QuickBooks software, the advisor will migrate your QuickBooks company file to your computer and provide you with training on applicable work flows and reports. You may cancel the Services any time before the advisor installs the applicable QuickBooks software on your computer.

Intuit is not providing to you, and the Services provided hereunder are not and shall not be deemed or construed to be, legal, financial or investment advice or recommendations. You should consult with your own legal, financial or investment advisors, as appropriate. Further, you agree that Intuit is not acting as your agent or fiduciary in connection with your use of the Services.

(iii) Intuit's obligations under this Agreement are subject to your agreement to, and performance of, your obligations under this Agreement including the following:

(1) Providing Intuit (by such methods as email or fax or other electronic means) with true, correct and complete business information, workflow information, bank account information and any other data necessary to complete the installation and set-up of the QuickBooks software according to your business needs; and

(2) Responding to Intuit communications and requests for information, and reviewing information provided or prepared by Intuit including any work plans, promptly and reasonably in advance of the installation of the QuickBooks software, notifying Intuit of any errors.

iv. Limitations of the Assisted Services. The below limitations apply to the Assisted Services.

(1) You will have up to 5 business days after the installation and training of the software to contact the advisors with any questions related to your QuickBooks installation and setup. After that time, the Services provided by Intuit will be officially complete and you will receive no further Services.

(2) The Assisted Services may not be available in all cities and states.

(3) Intuit reserves the right to refuse to provide the Assisted Services to you and, in such instances, will refund any fees for the Assisted Services paid by you to Intuit.

v. Remote QuickBooks Installation. If the advisor is providing the Assisted Services to you remotely, the advisor will have control of your computer via WebEx in order to install the QuickBooks software and the customized data files on your computer. You acknowledge and agree the advisor may access your computer remotely for the purpose of providing the Services.

8. FEEDBACK. Intuit may provide you with a mechanism to provide feedback, suggestions and ideas about its Software and Services ("Feedback"). You agree that Intuit may, in its sole discretion, use the Feedback you provide to Intuit in any way, including in future modifications of QuickBooks, multimedia works and/or advertising and promotional materials relating thereto. You hereby grant Intuit a perpetual, worldwide, fully transferable, irrevocable, royalty free license to use, reproduce, modify, create derivative works from, distribute and display the Feedback, in any manner and for any purpose.

9. PRIVACY. For details about Intuit's privacy policies, please refer to the QuickBooks Privacy Statement contained either in the Software, at http://quickbooks.intuit.com/qb/common/privacy_policy/privacy.jhtml, or the privacy policy link on the Intuit website relating to the Software product you purchased. You agree to be bound by the applicable Intuit privacy policy, as it may be amended from time to time in accordance with its terms.

10. SATISFACTION GUARANTEED/LIMITED WARRANTY.

(i) Satisfaction Guarantee. If you are not satisfied with the Software and (a) You purchased the Software from a retail store, you may uninstall and delete all copies of the Software from your computer(s) and return it within 60 days of purchase to the store where you purchased your license with a dated receipt for a full refund. If the store is unable or unwilling to issue a refund or you obtained the Software directly from Intuit, you may uninstall and delete all copies of the Software and return the Software with a dated receipt or packing slip within 60 days of purchase via U.S. mail to Intuit Inc., Returns Department, PO Box 190004, Greenville, SC 29390-9004 or via UPS to Intuit Inc., Returns Department, 110 Hidden Lake Circle, Duncan, SC 29334. (b) You obtained the Software directly from Intuit via an Internet download, you may submit a written request to Intuit including your name, contact and product order information to Intuit Inc., Returns Department, PO Box 19004, Greenville, SC 29390-9004. (c) The Software was pre-installed on your computer when you bought it, or if CDROMs came packaged with your computer at no extra charge, follow the manufacturer's applicable return policy; or (d) You obtained the Software by downloading it on your computer, contact the provider of the download site.

(ii) Limited Warranty. (a) If the CDROM on which the Software is stored is defective, then return the CDROM to Intuit Inc., Returns Department, PO Box 19004, Greenville, SC 29390-9004 within 60 days of shipment (or in the case of a retail purchase, within 60 days of purchase) with a dated receipt or packing slip, and a replacement CDROM will be mailed to you; (b) If more than 60 days has elapsed from the purchase date and the CDROM is defective and you would like a replacement while that version is still commercially available, you may obtain a replacement by sending your defective CDROM and a check for the applicable amount published by Intuit (currently twenty dollars ($20) per replacement), plus applicable taxes, to Intuit at the address listed above. (For all orders shipped within the U.S., please add all applicable shipping and handling charges, state and local sales tax as well as tax on shipping and handling based on your shipping address); (c) If the Software was pre-installed on your computer when you bought it, or if CDROMs came packaged with your computer at no extra charge, and the Software is defective or was installed improperly, you may obtain replacement CDROMs from the company that manufactured your computer, at its option, by sending your request stating the nature of the problem, plus a copy of your dated receipt for the computer on which the Software was installed, to the manufacturer of the computer; or (d) If you obtained the Software by downloading it on your computer and the Software installed improperly, contact the provider of the download site.

11. DISCLAIMER OF WARRANTIES. EXCEPT AS EXPRESSLY PROVIDED IN SECTION 10 ABOVE, THE SOFTWARE, SERVICES, AND ANY CONTENT ACCESSIBLE THROUGH THE SOFTWARE OR SERVICES ARE PROVIDED "AS-IS" AND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, INTUIT, ITS AFFILIATES, LICENSORS, PARTICIPATING FINANCIAL INSTITUTIONS, THIRD-PARTY CONTENT OR SERVICE PROVIDERS, DEALERS AND SUPPLIERS (COLLECTIVELY, "SUPPLIERS") DISCLAIM ALL GUARANTEES AND WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, REGARDING THE SOFTWARE, SERVICES, CONTENT, CDROMS AND RELATED MATERIALS, INCLUDING ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, TITLE, MERCHANTABILITY, AND NON-INFRINGEMENT. INTUIT DOES NOT WARRANT THAT THE SOFTWARE OR SERVICES ARE SECURE OR FREE FROM BUGS, VIRUSES, INTERRUPTION, OR ERRORS, OR THAT THE SOFTWARE OR SERVICES WILL MEET YOUR REQUIREMENTS. FURTHER, INTUIT DOES NOT WARRANT ACCESS TO THE INTERNET OR TO ANY OTHER SERVICE OR CONTENT OR DATA THROUGH THE SOFTWARE OR CONTINUED ACCESS TO THE TRIAL VERSION OF THE SOFTWARE OR TO THE DATA ENTERED INTO THE TRIAL VERSION OF THE SOFTWARE AFTER THE TRIAL PERIOD OF TIME IS OVER. SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. IN THAT EVENT, ANY IMPLIED WARRANTIES ARE LIMITED IN DURATION TO 60 DAYS FROM THE DATE OF PURCHASE OR DELIVERY OF THE SOFTWARE, AS APPLICABLE. HOWEVER, SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE.

THE SOFTWARE AND ANY RELATED SERVICES OR CONTENT ARE DESIGNED TO OPERATE AND PROVIDE INFORMATION WITH THE UNDERSTANDING THAT INTUIT AND ITS SUPPLIERS ARE NOT ENGAGED IN RENDERING LEGAL, ACCOUNTING OR OTHER PROFESSIONAL SERVICE. IF LEGAL ADVICE OR OTHER EXPERT ASSISTANCE IS REQUIRED, THE SERVICE OF A COMPETENT PROFESSIONAL SHOULD BE SOUGHT. INTUIT EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES THAT YOUR USE OF THE SOFTWARE WILL SATISFY ANY STATUTORY OR REGULATORY OBLIGATIONS, OR WILL ASSIST WITH, GUARANTEE OR OTHERWISE ENSURE COMPLIANCE WITH ANY APPLICABLE LAWS OR REGULATIONS, INCLUDING BUT NOT LIMITED TO THE HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT OF 1996 ("HIPAA"), THE GRAMM-LEACH-BLILEY ACT OF 1999, THE SARBANES-OXLEY ACT OF 2002, OR OTHER FEDERAL OR STATE STATUTES OR REGULATIONS. YOU ARE SOLELY RESPONSIBLE FOR ENSURING THAT YOUR USE OF THIS SOFTWARE, RELATED SERVICES OR CONTENT IS IN ACCORDANCE WITH APPLICABLE LAW. IT IS YOUR RESPONSIBILITY TO KEEP ABREAST OF CHANGES IN LAWS, REGULATIONS AND ACCOUNTING PRACTICES THAT AFFECT YOU AND YOUR BUSINESS.

All warranties or guarantees given or made by Intuit with respect to the Software (a) are solely for the benefit of you as the registered user of the Software and are not transferable, and (b) shall be null and void if you breach any term or condition of this Agreement.

12. LIMITATION OF LIABILITY AND DAMAGES. YOU AGREE THAT IN NO EVENT WILL INTUIT BE LIABLE FOR ANY LOSS, COST, LIABILITY OR DAMAGE INCURRED AS A RESULT OF YOUR RECEIPT OF OR PARTICIPATION IN THIRD PARTY SERVICES. THE ENTIRE CUMULATIVE LIABILITY OF INTUIT AND ITS SUPPLIERS FOR ANY REASON ARISING FROM OR RELATING TO THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT PAID BY YOU FOR THE SOFTWARE AND, IF SUCH LIABILITY ARISES FROM OR RELATES TO A SUBSCRIPTION TO AN INTUIT PAYROLL SERVICE, THEN SUCH LIABILITY SHALL BE LIMITED TO THE AMOUNT OF UP TO THREE (3) MONTHS OF ANY INTUIT PAYROLL SERVICE FEES PAID BY YOU, UNLESS OTHERWISE SEPARATELY AGREED BY INTUIT IN WRITING. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, INTUIT AND ITS SUPPLIERS SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES OR FOR ANY DAMAGES RELATING TO LOSS OF BUSINESS, TELECOMMUNICATION FAILURES, THE LOSS, CORRUPTION OR THEFT OF DATA, VIRUSES, SPYWARE, LOSS OF PROFITS OR INVESTMENT, TAX POSITIONS TAKEN BY YOU, USE OF THE SOFTWARE WITH HARDWARE OR OTHER SOFTWARE THAT DOES NOT MEET INTUIT'S SYSTEMS REQUIREMENTS OR THE LIKE, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF INTUIT, ITS SUPPLIERS OR ITS REPRESENTATIVES 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. SOME STATES DO NOT ALLOW THE LIMITATION AND/OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN INTUIT AND YOU. INTUIT WOULD NOT BE ABLE TO HAVE PROVIDED THIS SOFTWARE OR SERVICES WITHOUT SUCH LIMITATIONS.

13. CONSENT TO CONDUCT BUSINESS ELECTRONICALLY ("CONSENT").

(a) Consent to Electronic Communications. Intuit may be required by law to send "Communications" (as defined below) to you that may pertain to the Software, the use of information you may submit to Intuit, and the Third Party Services you choose. Additionally, certain of the Third Party Services you choose may require Communications with the third parties who administer these programs. You agree that Intuit, on behalf of itself, and others who administer such services (as applicable), may send Communications to you by email and/or may make Communications available to you by posting them at one or more of our sponsored websites, such as www.quickbooks.com. You consent to receive these Communications electronically.

The term "Communications" means any notice, record, agreement, or other type of information that is made available to you or received from you in connection with the Software and the Third Party Services.

(b) Consenting to Do Business Electronically. The decision whether to do business electronically is yours, and you should consider whether you have the required hardware and software capabilities described below. Your consent to do business electronically, and our agreement to do so, applies to this Agreement, the Software and any applicable Third Party Services.

(c) Communication Requirements. In order to access and retain an electronic record of Communications, you will need: a computer, a monitor, a connection to an Internet service provider, an Internet browser software that supports 128-bit encryption, and an e-mail address. By selecting the "I accept the terms of the license agreements" button and accepting this Agreement, you are confirming to us that you have each of these and the means to access, and to print or download, Communications. We do not provide ISP services. You must have your own Internet service provider.

(d) Withdrawal of Consent. If you later decide that you do not want to receive future Communications electronically, write to us at Privacy Team Intuit Inc, 2800 East Commerce Center Place Tucson, AZ 85706. Clearly state your desire to withdraw consent of electronic communication. If you withdraw your consent to receive Communications electronically, we may terminate your use of the Software and Third Party Services.

(e) Changes to Your Email Address. In order to provide you with the Communications, you agree to notify us promptly of any change in your email address. You can do so by logging on to https://privacy.intuit.com/cpi/do/comments and following the instructions to submit a comment to Intuit (please include both your old and new email addresses).

14. MISCELLANEOUS. Except as expressly set forth in this Agreement, this Agreement is a complete statement of the agreement between you and Intuit and sets forth the entire liability of Intuit and its Suppliers and your exclusive remedy with respect to the Software, Intuit Services, and Third Party Services and their use. The Suppliers, agents, employees, distributors, and dealers of Intuit are not authorized to make modifications to this Agreement, or to make any additional representations, commitments, or warranties binding on Intuit. Any waiver of the terms herein by Intuit must be in a writing signed by an authorized officer of Intuit and expressly referencing the applicable provisions of this Agreement. If any provision of this Agreement 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 under applicable law, and the remaining provisions will continue in full force and effect. This Agreement 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 the application of law of a different jurisdiction, and applicable federal law. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. The parties hereby consent to the exclusive jurisdiction and venue in the state courts in Santa Clara County, California or federal court for the Northern District of California. Headings are included for convenience only, and shall not be considered in interpreting this Agreement. As used in this Agreement, the word "including" means "including but not limited to." This Agreement does not limit any rights that Intuit may have under trade secret, copyright, patent or other laws.

15. TERMINATION AND AMENDMENT. Your rights under this Agreement may be terminated by Intuit immediately and without notice if you fail to comply with any term or condition of this Agreement or no longer consent to receipt of electronic Communications. Upon such termination, you must immediately cease using the Software and any Service, and delete or destroy all complete and partial copies of the Software, including all backup copies. Any termination of this Agreement shall not affect Intuit's rights hereunder. Intuit shall have the right to change or add to the terms of its Agreement at any time (provided that it is not Intuit's intent that such change substantially affect the license rights granted to you in Section 1 and for which consideration was paid by you), and to change, delete, discontinue, or impose conditions on any feature or aspect of the Software or Services (including internet based services, pricing, technical support options, and other product-related policies) upon notice by any means Intuit determines in its discretion to be reasonable, including sending you an email notification or posting information concerning any such change, addition, deletion, discontinuance or conditions in the Software or on any Intuit sponsored web site, including www.quickbooks.com.

16. EXPORT RESTRICTIONS. You acknowledge that this software is subject to the U.S. Export Administration Regulations (15 CFR, Chapter VII) and that you will comply with these regulations. You will not export or re-export this product, directly or indirectly, to: (1) any countries that are subject to US export restrictions; (2) any end user who has been prohibited from participating in US export transactions by any federal agency of the US government; or (3) any 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 acknowledge that this product may include technical data subject to export and re-export restrictions imposed by US law.

17. U.S. GOVERNMENT. The Software is a "commercial item," as that term is defined at 48 C.F.R. 2.101 (OCT 1995), consisting of "commercial computer software" and "commercial computer software documentation," as such terms are used in 48 C.F.R. 12.212 (SEPT 1995). Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4 (JUNE 1995), all U.S. Government End Users acquire the Software with only those rights set forth herein.

18. HEALTH INFORMATION AND PRIVACY. If you intend to use the Software, related services and content in conjunction with the medical or health information of particular individuals, you acknowledge and agree that the Software, related services and content are not "HIPAA-ready" or "HIPAA-compliant" and will not assist with or ensure compliance with HIPAA, and that you are solely responsible for using the Software, related services and content in a manner consistent with all applicable federal and state privacy laws relating to medical or health information.

19. SUPPLEMENTAL TERMS FOR ADD-ON PRODUCTS AND SERVICES. The terms of the Agreement, in addition to the supplemental terms identified below, apply to the applicable add-on product or service that may be made available by Intuit to QuickBooks Licensees.

Quickbooks Payroll Subscription Services (together the "Payroll Services")

(1) QuickBooks Basic Payroll, Standard Payroll, Enhanced Payroll, Enhanced Payroll for Accountants, and Enhanced Payroll Plus ("Basic", "Standard or Enhanced Payroll"). (Not applicable for Software and Trial versions that do not include access to the applicable Basic, Standard or Enhanced Payroll Service.) In order for you to calculate federal and state payroll taxes, you must (i) have registered the Software, (ii) have Internet access, and (iii) subscribe to the applicable Basic, Standard or Enhanced Payroll service. You may subscribe to the applicable Basic, Standard or Enhanced Payroll through the Software by clicking on the appropriate Employee menu item from within the Software. The applicable Basic, Standard or Enhanced Payroll service will begin after we receive and process all the information requested, including your credit card or bank account information. You must have a valid credit card or a valid debit card with a Visa or MasterCard logo ("Card") or sufficient funds in a U.S. checking or savings account to cover an electronic debit of the subscription fee to obtain the applicable Basic, Standard or Enhanced Payroll, except as described below. The information you provide must be accurate and complete. When you subscribe and provide payment information, your Card or bank account will be debited and will be automatically re-debited at the beginning of each applicable monthly or one-year subscription term of the Basic, Standard or Enhanced Payroll ("Renewal Term") at the then current subscription rate to maintain the Basic, Standard or Enhanced Payroll service. You may notify us to cancel the Basic, Standard or Enhanced Payroll service prior to the beginning of each Renewal Term. If, during a Renewal Term, the Basic, Standard or Enhanced Payroll service for your version of the Software is discontinued by us, Intuit shall refund to you the prorated amount of the subscription fee for the period of time you were unable to use the Basic, Standard or Enhanced Payroll.

Basic, Standard and Enhanced Payroll purchased at retail will begin after you activate Basic, Standard or Enhanced Payroll, which activation must be no later than ninety (90) days from purchase or the date marked on the outside of your QuickBooks Payroll box, whichever is earlier.

For each registered copy of the Software, you must purchase a separate subscription for Basic, Standard or Enhanced Payroll. For the purposes of Basic, Standard or Enhanced Payroll subscriptions, a QuickBooks Simple Start, QuickBooks Pro, QuickBooks Premier Multi-user pack, or an Enterprise Solutions Business Management Software user pack is considered a single registered copy of the Software. If you are using one of the aforementioned versions of the Software, you will need only one subscription to the applicable Basic, Standard or Enhanced Payroll service.

We strongly recommend you connect to Basic, Standard or Enhanced Payroll to validate your subscription and receive the most current payroll tax updates at least once every 45 days. Failure to update within 45 days may result in inaccurate withholding from payroll and you hereby assume any and all liability resulting from any inaccurate withholding resulting from a failure to update. Also, as a safety measure, and due to the changes in payroll tax rates, if your subscription to the Basic, Standard or Enhanced Payroll Service expires, you will be unable to continue to process payroll using tax tables or tax forms in QuickBooks. In the event this occurs, connect with Basic, Standard or Enhanced Payroll, bring your subscription account current if necessary, get the latest payroll updates, and you will again be able to process payroll.

License Grant and Restrictions. If and when you subscribe to Basic, Standard or Enhanced Payroll and pay the applicable subscription fee, Intuit grants you a limited non-exclusive license to use the tax tables, selected payroll tax forms (for Standard and Enhanced Payroll only), when available, and documentation ("Payroll Updates") within the United States, provided that you comply with all of the terms and conditions of this Agreement. You may not use the Payroll Updates except with the Software. You may only use or install updates to Basic, Standard or Enhanced Payroll on the computer(s) used by individual(s) for whom you have purchased a license to the Software. You may not process payroll for any other person, company or legal entity without a valid subscription to the Enhanced Payroll for Accountants payroll service.

Certain Basic, Standard or Enhanced Payroll services may have restrictions on the number of employees for whom payroll can be processed. When you purchase an employee-limited service, the service will allow you to process payroll for up to a certain number of employees. If you wish to process payroll for more employees, you may be required to choose a higher level of service or pay an additional fee. If you wish to process payroll for fewer employees, you must choose a lower level of service. "Employees" refers to all employees paid on the computer(s) used by the individual(s) for whom you have purchased a license to the Software. We may collect and make use of information about how many employees you pay and may suggest the right level of payroll service for you based on that information.

Termination and Amendment. Your rights to the Basic, Standard or Enhanced Payroll subscription may be terminated by Intuit immediately and without notice if you fail to comply with any term or condition of this Agreement or if Intuit is unable to debit your Card in accordance with this Agreement. Intuit shall have the right to change or add to the terms or conditions of the Basic, Standard or Enhanced Payroll service at any time (provided that it is not Intuit's intent that such change substantially affect the license rights granted to you and for which consideration was paid by you), and to change the method of delivering or accessing the Basic, Standard or Enhanced Payroll service and/or the subscription fee, and to change, delete, discontinue or impose conditions on any feature or aspect of the Basic, Standard or Enhanced Payroll service. In this event you will receive notice of such change, typically via email or on www.quickbooks.com. For the latest version of the terms or conditions of the Basic, Standard or Enhanced Payroll service, go to www.payroll.com, or such other site designated by Intuit. The Payroll Service does not include access to the Internet for connecting to Basic, Standard or Enhanced Payroll, nor does it include furnishing advice of deductions. Basic, Standard or Enhanced Payroll does not include information regarding selected local and state taxes. Basic, Standard or Enhanced Payroll operates only with a compatible version of the Software; so from time to time you may need to install updates or upgrades (or allow Intuit to install them electronically) or purchase an upgrade version of the Software to continue using Basic, Standard or Enhanced Payroll. All users in a multi-user environment must be using valid licensed copies of the same version year of the Software.

Electronic Filing and Payment of Payroll Tax for Enhanced Payroll. You must have a supported version of QuickBooks and a current subscription to Enhanced Payroll in order to electronically file and pay your payroll taxes ("Transaction") using QuickBooks. If you choose to file and/or pay your Transaction electronically, it will be forwarded to Intuit's Electronic Filing Center where Intuit will convert it to a standardized format and transmit it to the applicable federal and/or state taxing authority (the "Electronic Filing Services"). You are responsible for verifying the status of your Transaction to confirm that it has been received and accepted by the applicable taxing authority, and if necessary, for filing and paying it manually in the event that the taxing authority rejects your Transaction (e.g., incorrect bank account number, invalid pin, duplicate payment). Except to the extent required by applicable law, Intuit has no obligation to store, maintain or provide to you any information you provide to Intuit, and you agree to print and save a copy of your Transaction for your records. By using this system to prepare and submit your Transaction, you consent to the disclosure to the IRS and any other tax or revenue authority of all information pertaining to your use of the Electronic Filing Services. Using the system to prepare and submit your Transaction with state taxing authorities is subject to availability.

Some Transactions may go through the Automated Clearing House (the "ACH"), and you agree that your Transactions will be governed by the ACH rules. You warrant to Intuit everything that Intuit must warrant as an ACH Originator, and you accept any liability you or Intuit may incur which is caused by your Transactions. If Intuit tells you that information concerning your Transactions has changed, you must use this corrected information in the future to initiate Transactions.

You authorize Intuit to send Transactions, electronically or by any other commercially accepted method, to the appropriate financial institution or taxing authority. You also authorize and direct the institution which holds your demand deposit account, identified when you sign up, or any other account you identify when using the Enhanced Payroll Service in the future ("Your Account(s)"), to charge each debit to Your Account(s) and pay that amount to the government agency. You authorize Intuit and its agents (if applicable) to enroll you with the appropriate taxing authorities for the purposes of e-filing and e-payment at our discretion. This authorization remains in effect until you notify Intuit that this authorization is revoked.

*Note: You understand that certain features in the payroll tax electronic filing and payment service may be in beta and are not final. As a result, the payroll tax electronic filing and payment service may contain errors, "bugs" and other problems which may result in the failure of your Transaction to be filed or paid with the appropriate taxing authority. You agree that Intuit may contact you in order to assist you with the service and to obtain information needed to determine and fix any error.

Other Services. The use by you of the Payroll Services, including but not limited to, Direct Deposit for the Payroll Services may be subject to your acceptance of separate agreements in addition to the terms of this Agreement. Application forms and information to subscribe to the Direct Deposit services are provided through the Software. You may sign up to use the Direct Deposit option only if you are an active subscriber to the Services.

YOU ASSUME FULL RESPONSIBILITY FOR THE USE OF THE PAYROLL SERVICES TO ACHIEVE YOUR INTENDED PURPOSES, FOR THE PROPER INSTALLATION AND USE OF THE PAYROLL SERVICE AND FOR VERIFYING THE RESULTS OBTAINED FROM USE OF THE PAYROLL SERVICE. IN ADDITION TO THE OTHER DISCLAIMERS IN THIS AGREEMENT, INTUIT AND ITS SUPPLIERS DISCLAIM ANY WARRANTY THAT THE PAYROLL SERVICE WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION OF THE PAYROLL SERVICE WILL BE UNINTERRUPTED OR ERROR FREE.

(2) QuickBooks Assisted Payroll and Assisted Payroll Plus Service ("Assisted Payroll"). (Not applicable for Software and Trial versions that do not include access to the QuickBooks Assisted Payroll Service and/or Direct Deposit Option). In order for you to calculate federal and state payroll taxes, you must have (i) registered the Software, (ii) have Internet access, and (iii) subscribe to the applicable Assisted Payroll service. You may subscribe to Assisted Payroll through the Software. From time to time you may need to install updates or upgrades (or allow Intuit to install them electronically) or purchase an upgrade version of the Software to continue using Assisted Payroll. All users in a multi-user environment must be using licensed copies of the same version year of the Software. You are solely responsible and liable for the security of and controlling any access to or use of any forms W-2 viewed and/or saved on your computer. You agree that Intuit is not and shall not be responsible for the accuracy of any forms W-2.

License Grant and Restrictions. Intuit grants you a limited non-exclusive license to use the tax tables, selected payroll tax forms, when available, and documentation within the United States, provided that you comply with all of the terms and conditions of this Agreement. You may only use or install updates to Assisted Payroll on the computer(s) used by the individual(s) for whom you have purchased a license to the Software.

Termination and Amendment. Your rights to the Assisted Payroll service subscription may be terminated by Intuit immediately and without notice if you fail to comply with any term or condition of this Agreement. Intuit shall have the right to change or add to the terms or conditions of Assisted Payroll at any time (provided that it is not Intuit's intent that such change substantially affect the license rights granted to you and for which consideration was paid by you), and to change the method of delivering or accessing Assisted Payroll and/or the subscription fee and to change, delete, discontinue or impose conditions on any feature or aspect of the Assisted Payroll service. Assisted Payroll does not include furnishing payroll advice, information regarding local taxes and certain state taxes. Service availability and additional terms and conditions of Assisted Payroll are provided within the QuickBooks Assisted Payroll Services Agreement.

You understand that if you subscribe to the Assisted Payroll and/or Do It Yourself Payroll service and you use the service to process payroll fraudulently, Intuit will share your name and other information we collect with similar payroll processors in an attempt to collect outstanding amounts you owe to Intuit and other payroll processors.

(3) Upgrades and Updates. Certain versions of the Payroll Services include automatic future Upgrades (i.e., the most current version of the Software). If you are entitled to receive an Upgrade, you may be required to accept different software license terms and conditions.

If your Services subscription expires (for example you cancel or don't renew your subscription) or terminates (for example if Intuit is unable to debit your Card for the Service), Intuit has the right to withhold the shipment of Upgrades, and even if Intuit ships such Upgrades to you after your subscription has terminated or expired, you are not authorized to install such Upgrades. In addition, you will no longer be entitled to receive updates.

(4) Direct Deposit.

(a) Sign Up/Activation. In order for you to access the Direct Deposit service you must (i) have a valid subscription to the Software, and (ii) sign up for Direct Deposit. The Direct Deposit service will begin after Intuit receives and processes all the information, including any credit card or bank account information, requested by the sign up form. Processing your information may include submitting your sign up information to third parties such as your bank, credit reporting agencies and/or other agencies Intuit may use to validate your identity and/or credit history. We may also receive and review credit or similar reports on your business and its principals provided by such third parties. Therefore the information you provide Intuit must be accurate and complete or direct deposits may not be made, and we will be unable perform the Direct Deposit service for you.

(b) Use and Restrictions. You may use Direct Deposit only for payroll direct deposits. You may fund your payroll to your employees ("Payments") by initiating electronic withdrawals within the Software from the demand deposit account of the financial institution you identified on the sign up form ("Your Account"). You may identify other financial institutions in the future to fund the direct deposit payroll payments to your employees. Under certain circumstances Intuit may use wire draw down requests or other funding methods (collectively "Debits") to fund your payroll direct deposits. Debits will also be initiated to pay fees for the Direct Deposit service and any adjustments to those fees. You will send Payments over the Internet in an online session (a "Transaction"). At the end of your Transaction, we will confirm that we have received it. Your Transaction will not be processed if you do not receive our confirmation before the Transaction is over. However, a confirmation does not mean that your Transaction is error-free, and if errors are detected later we may be unable to complete your Transaction. We will make reasonable efforts to tell you if we cannot complete your Transaction. Transactions taking place after certain processing deadlines may be considered to occur on the next business day.

Special processing fees may apply to some Transactions. We may establish certain security limits on Transactions we process, such as a maximum number or dollar amount of Transactions. We may change these limits from time to time and may choose not to disclose them.

The Direct Deposit service does not include access to the Internet for connecting to the Direct Deposit service, nor does it include furnishing advice of deductions or direct deposit to employees. Optional special processing requests may be available as part of the Direct Deposit service for an additional charge.

(c) Licensee Responsibilities. You must send us your Transaction at least two business banking days before the payroll pay date or your Transaction may not be processed. Debits will be charged to Your Account one banking day before the pay date of the applicable payroll and you must have sufficient funds in Your Account to fulfill your Transaction on that date. After that, no interest or earnings will accrue to you and Intuit will hold the money until the Payments are made. Once your Transaction is complete and submitted it cannot be changed. You are solely responsible for verifying that all Transactions have been received and are accurate. You must keep any payroll, tax or other records you need for reference, even though we may have information about the Transactions in our files.

(d) Authorization and Agreement for Direct Payments (ACH Debits). You acknowledge and agree that (i) most Transactions will go through the Automated Clearing House (the "ACH"), (ii) your Transactions will be governed by the ACH rules, and (iii) the origination of ACH transactions to Your Account must comply with the provisions of U.S. law. You must indemnify and defend Intuit against any claims or lawsuits, including attorneys' fees that arise from or result from your Transactions. If Intuit tells you that an account number or other information concerning your Transactions has changed, you must use this corrected information to initiate future Transactions. You authorize Intuit to (a) initiate debit entries to Your Account and to debit the same to such account, and (b) send Transactions electronically or by any other commercially accepted method to Your Account. You authorize and direct the depository financial institution that holds Your Account to (x) charge each Debit to Your Account and pay that amount to Intuit, and (y) respond to inquiries from Intuit regarding your information and Your Account. This authorization will remain in full force and effect until Intuit has received written notification from you of its termination in such time and in such manner as to afford Intuit and the depository financial institution that holds Your Account a reasonable opportunity to act on it.

(e) Representations and Warranties. You represent and warrant to Intuit that (i) each person or entity to whom you send Payments has authorized the Payments and any necessary adjustments to be applied to his, her or its account, (ii) at the time any Payment is made you have no actual knowledge that the authorization has been revoked or terminated, (iii) your Payments comply with the laws that apply to them, (iv) that you have authorization to make withdrawals to Your Account and (vi) that all the information you provided to enter into the Agreement is true and correct.

(f) Password Security. You create or ask Intuit to issue a user ID and/or password to initiate Transactions. You are the only person authorized to use your user ID and/or password and for maintaining the confidentiality of your user ID and/or password. You shall not permit or allow other persons to have access to or use your user ID and/or password, except if you choose to share your user ID and/or password with your agents. You are responsible for the use of the Software and Direct Deposit service under your user ID and/or password. You authorize and direct Intuit and all impacted financial institutions to carry out all Transactions initiated with your user ID and/or password.

(g) Your Account. Intuit may refuse to process your Transaction if it reasonably believes that Your Account balance is insufficient to cover the dollar amount of the Transaction or for any other reason Intuit deems reasonable. If any amount debited against you is dishonored or returned for any reason, such as, but not limited to, non-sufficient funds, account closed, inability to locate account, or reversal by you and/or your bank, Intuit may; a) reverse any corresponding credit issued to Intuit, you, your employees or any other party without liability to you or any other party, (b) reverse direct deposit transactions, (c) refuse to perform further Services, (d) apply any money currently held by Intuit to any amount owed to Intuit by you, (e) charge you a one-time insufficient funds penalty fee, (f) report this information to any and all credit agencies and/or financial institutions and/or (g) immediately terminate this Agreement. Intuit may assess and collect interest at the rate of one and one-half percent (1.5%) per month (18% per annum) on any amounts owing and unpaid ten (10) days after demand. If further collection attempts are required, all Intuit's collections costs, including any costs associated with termination of this Agreement and including but not limited to, attorney fees, where permitted by law, will be charged to you. This section shall, to the extent applicable, survive the termination of this Agreement.

(h) General. Any sales, use or other taxes payable on the Direct Deposit service that we must pay will be collected in the same way your fees are paid. Intuit may review your use of the Direct Deposit service, your credit status or other factors periodically, including submitting your information to third parties such as your bank, credit reporting agencies and/or other agencies used to validate your identity and/or credit history, and/or reviewing credit or similar reports on your business and its principals provided by these third parties. Intuit may terminate your participation in the Direct Deposit service after such a review. If you (i) default in the payment of any sum of money hereunder, (ii) default in the performance of any other obligations under this Agreement, or (iii) commit an act of Bankruptcy or become the subject of any proceeding under the Bankruptcy Act or become insolvent, or if any substantial portion of your property becomes subject to levy, seizure, assignment, application for sale for or by any creditor or governmental agency, then, in any such event, Intuit, at its option, may, upon written notice thereof, (a) terminate the Agreement, (b) declare all amounts due and to become immediately due and payable and/or (c) require you to deposit an amount equal to its average future monthly or annual processing charges to prepay for any future processing.

(i) Termination. Your access to and use of the Direct Deposit service may be terminated by Intuit in accordance with the termination provisions in Section 15 of the Agreement. You may terminate your use of the Direct Deposition service by notifying us that you no longer wish to use the Direct Deposit service. Access to the Direct Deposit service will remain in effect until we have a reasonable opportunity to act on the notice. If you terminate the Direct Deposit service, no fees you have paid will be refunded.

(5) QuickBooks Employee Organizer. (Not applicable for Software and Trial versions that do not include access to the QuickBooks Employee Organizer). In order for you to access the Employee Organizer, you must (i) have registered the Software, (ii) have Internet access, and (iii) purchased the QuickBooks Employee Organizer ("Employee Organizer") separately. You may subscribe to the Employee Organizer through the Software by clicking on the appropriate Employee menu item from within the Software. The Employee Organizer will be enabled after we receive and process all the information requested, including your credit card or bank account information (if Intuit accepts this form of payment for the Employee Organizer). You must have a valid Card or sufficient funds in a U.S. checking or savings account (if Intuit accepts this form of payment for the Employee Organizer) to cover an electronic debit of the fee to purchase the Employee Organizer, except as described below. The information you provide must be accurate and complete

Your initial purchase of the Employee Organizer includes a one-year subscription to the Employee Organizer Employment Regulations Update Service including the "Ask An Employment Question" e-mail inquiry service provided through CCH Incorporated ("Regulations Guide"). When you purchase the Employee Organizer and provide payment information, your Card or bank account (if Intuit accepts this form of payment for the Employee Organizer and/or the Regulations Guide) will be debited and will be automatically re-debited at the beginning of each subsequent one-year term subscription to the Regulations Guide at the then current subscription rate to maintain the Regulations Guide unless you notify us to cancel the Regulations Guide prior to the beginning of the new one-year term. If you cancel your subscription to the Regulations Guide you bear all risk for any inaccuracies, liability or penalties resulting from your use of any outdated information.

License Grant and Restrictions. If and when you (i) purchase the Employee Organizer and (ii) pay the appropriate subscription fee annually, Intuit grants you a limited non-exclusive license to use Regulations Guide within the United States, provided that you comply with all of the terms and conditions of this Agreement. You may not use the Regulations Guide except with the Software. You may only use or install updates to the Regulations Guide on the computer(s) used by individual(s) for whom you have purchased a license to the Software.

Termination and Amendment. Your rights to the Regulations Guide subscription may be terminated by Intuit immediately and without notice if you fail to comply with any term or condition of this Agreement or if Intuit is unable to debit your Card or your bank account (if Intuit accepts this form of payment for the Employee Organizer and/or the Regulations Guide) in accordance with this Agreement. If you do not renew your subscription to Employee Organizer, and/or Regulations Guide, or cancel your subscription or are terminated from service, you will still be able to use the Employee Organizer to access the data you have entered with respect to your employees on your currently installed version of the Software. However, if you install any subsequent updates to the Software, Employee Organizer shall be disabled and the data you have entered with respect to your employees will be rendered inaccessible.

Intuit shall have the right to change or add to the terms or conditions of this Agreement (provided that it is not Intuit's intent that such change substantially affect the license rights granted to you and for which consideration was paid by you), relating to the Employee Organizer, the Regulations Guide, the method of delivering or accessing the Regulations Guide, and the fees for the Employee Organizer and/or the Regulations Guide at any time and to change, delete, discontinue or impose conditions on any feature of aspect of the Employee Organizer and Regulations Guide. In this event you will receive notice of such change, typically via email or on www.quickbooks.com or such other site designated by Intuit. The Regulations Guide does not include access to the Internet, nor does it include furnishing of legal advice. The Employee Organizer and the Regulations Guide operate only with a compatible version of the Software; so from time to time you may need to install updates or upgrades (or allow Intuit to install them electronically) or purchase an upgrade version of the Software to continue using the service. All users in a multi-user environment must be using licensed copies of the same version of the Software. Your use of the Employee Organizer and/or the Regulations Guide indicates that you have read this Agreement and agree to its terms.

20. THIRD PARTY NOTICES. The Software contains Adobe® Flash® Player software by Adobe Systems Incorporated, Copyright © 1995-2006 Adobe Macromedia Software LLC. All rights reserved. Adobe and Flash are trademarks of Adobe Systems Incorporated.

Copyright © 2007 Intuit Inc. All rights reserved.
Intuit Inc.
P. O. Box 7850
Mountain View, CA 94039-7850

As of 06/12/07

Google Desktop Terms and Conditions

By agreeing to install Google Desktop you indicate that you have read, understand and agree to the Google Desktop Terms and Conditions located at http://desktop.google.com/eula.html. You understand and agree that Google reserves the right to modify these Google Desktop Terms and Conditions from time to time in its sole discretion, without notice or liability to you. You agree to be bound by these Google Desktop Terms and Conditions, as modified. Please review the most current version of the Google Desktop Terms and Conditions from time to time, located at http://desktop.google.com/eula.html (or such successor URL as Google may provide), so that you will be apprised of any changes.

Thank you for trying out Google Desktop! This page contains the terms and conditions ("Terms and Conditions") for Google Desktop and Google Desktop (collectively, "Google Desktop") - including our business version, Google Desktop for Enterprise . By downloading Google Desktop, you agree to this agreement either for yourself or on behalf of your employer or another entity and agree to be bound by its terms and conditions. If you are accepting on behalf of your employer or another entity, you represent and warrant that you have full legal authority to bind your employer or such entity to these terms and conditions. If you don't have the legal authority to bind, please press the "I do not accept" button below.

Personal or Internal Business Use Only

Google Desktop is made available to you for your personal or internal business use in compliance with all applicable laws, rules and regulations. If you want to make commercial use of Google Desktop, including but not limited to selling or distributing Google Desktop for payment, you must enter into an agreement with Google or obtain Google's written permission in advance. If you are asked to register you must provide complete and accurate identification, contact, and other information required as part of the registration process. Google reserves the right to refuse or discontinue participation to any applicant at any time in its sole discretion.

Prohibited Actions

Except for distributions for internal business and/or personal use to your employees or contractors in compliance with these Terms and Conditions, you may not distribute Google Desktop or any services or software associated with or derived from it, modify, copy, license, or create derivative works from Google Desktop, unless you obtain Google's written permission in advance. If you wish to do any of the above, please contact us by visiting desktop.google.com/feedback.html.

Distribution

Once you have obtained Google's permission, you may make copies of Google Desktop and distribute such copies to others provided that any such recipient has had an opportunity to review and agree to be bound by these Terms and Conditions. If others to whom you'd like to distribute Google Desktop do not have this opportunity to review and agree to these Terms and Conditions but you would still like to distribute copies to them, you may do so provided that you have the legal right to bind each of those third parties to these Terms and Conditions. If you do not have this right and the recipients do not have an opportunity to review and agree to these Terms and Conditions, you may not distribute Google Desktop to them. If you have any questions regarding the terms of distribution, please contact us by visiting desktop.google.com/feedback.html.

Automatic Updates

Google Desktop may communicate with Google's servers (unless you are using Google Desktop for internal business use and your settings prevent this communication) to check for available updates to the software, such as bug fixes, patches, enhanced functions, missing plug-ins and new versions (collectively, "Updates"). During this process, Google Desktop sends Google a request for the latest version information. By installing Google Desktop (unless you are using Google Desktop for internal business use and your settings prevent this communication), you hereby agree to automatically request and receive Updates from Google's servers.

Information Practices

Protecting users' privacy is very important to Google. As a condition of downloading and using Google Desktop, you agree to the terms of the Google Desktop Privacy Policy, which may be updated from time to time, as expressed in the most recent version that exists at the time of your use. Information collected by Google may be stored and processed in the United States or any other country in which Google Inc. or its agents maintain facilities. By using Google Desktop you consent to any such transfer of information outside of your country.

Intellectual Property

You acknowledge that Google or third parties own all right, title and interest in and to Google Desktop, portions thereof, or software or content provided through or in conjunction with Google Desktop, including without limitation all Intellectual Property Rights. "Intellectual Property Rights" means any and all rights existing from time to time under patent law, copyright law, trade secret law, trademark law, unfair competition law, and any and all other proprietary rights, and any and all applications, renewals, extensions and restorations thereof, now or hereafter in force and effect worldwide. You agree not to (and agree not to allow third parties to) modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from Google Desktop, or to extract significant portions of Google Desktop's files for use in other applications. You also agree to (and agree not to allow third parties to) not remove, obscure, or alter Google's or any third party's copyright notice, trademarks, or other proprietary rights notices affixed to or contained within or accessed in conjunction with or through Google Desktop.

Feedback

If you have comments on Google Desktop or ideas on how to improve it, please visit desktop.google.com/feedback.html. Please note that by doing so, you also grant Google and third parties permission to use and incorporate your ideas or comments into Google Desktop (or third party software or content) without further compensation or approval.

Changes to Terms and Conditions

Google reserves the right to modify these Terms and Conditions from time to time in its sole discretion, without notice or liability to you. You agree to be bound by these Terms and Conditions, as modified. Please review the most current version of the Terms and Conditions from time to time, located at desktop.google.com/eula.html (or such successor URL as Google may provide), so that you will be apprised of any changes.

Disclaimer of Warranties

Google and any third party who makes its software or content available in conjunction with or through Google Desktop disclaim any responsibility for any harm resulting from your use (or use by your employees, agents or contractors) of Google Desktop and/or any third party software or content accessed in conjunction with or through Google Desktop. GOOGLE DESKTOP AND ANY THIRD PARTY SOFTWARE AND CONTENT MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH GOOGLE DESKTOP ARE PROVIDED "AS IS," WITH NO WARRANTIES WHATSOEVER. GOOGLE AND SUCH THIRD PARTIES EXPRESSLY DISCLAIM TO THE FULLEST EXTENT PERMITTED BY LAW ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS. GOOGLE AND ANY THIRD PARTY WHO MAKES ITS SOFTWARE OR CONTENT AVAILABLE IN CONJUNCTION WITH OR THROUGH GOOGLE DESKTOP DISCLAIM ANY WARRANTIES REGARDING THE SECURITY, RELIABILITY, TIMELINESS, AND PERFORMANCE OF GOOGLE DESKTOP AND SUCH THIRD PARTY SOFTWARE OR CONTENT. YOU UNDERSTAND AND AGREE THAT YOU DOWNLOAD AND/OR USE GOOGLE DESKTOP AND ALL THIRD PARTY SOFTWARE OR CONTENT MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH GOOGLE DESKTOP AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF GOOGLE DESKTOP AND SUCH THIRD PARTY SOFTWARE AND CONTENT. SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. YOU MAY ALSO HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE AND JURISDICTION TO JURISDICTION.

Limitation of Liability

UNDER NO CIRCUMSTANCES SHALL GOOGLE OR ANY THIRD PARTY WHO MAKES ITS SOFTWARE OR CONTENT AVAILABLE IN CONJUNCTION WITH OR THROUGH GOOGLE DESKTOP BE LIABLE TO ANY USER ON ACCOUNT OF THAT USER'S USE OR MISUSE OF GOOGLE DESKTOP OR SUCH THIRD PARTY SOFTWARE OR CONTENT. SUCH LIMITATION OF LIABILITY SHALL APPLY TO PREVENT RECOVERY OF DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, AND PUNITIVE DAMAGES WHETHER SUCH CLAIM IS BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, (EVEN IF GOOGLE AND/OR A THIRD PARTY SOFTWARE OR CONTENT PROVIDER HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). SUCH LIMITATION OF LIABILITY SHALL APPLY WHETHER THE DAMAGES ARISE FROM USE OR MISUSE OF AND RELIANCE ON GOOGLE DESKTOP AND ALL THIRD PARTY SOFTWARE OR CONTENT MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH GOOGLE DESKTOP, FROM INABILITY TO USE GOOGLE DESKTOP AND ALL THIRD PARTY SOFTWARE OR CONTENT MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH GOOGLE DESKTOP, OR FROM THE INTERRUPTION, SUSPENSION, OR TERMINATION OF GOOGLE DESKTOP AND ALL THIRD PARTY SOFTWARE AND CONTENT MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH GOOGLE DESKTOP (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES). SUCH LIMITATION SHALL APPLY NOTWITHSTANDING A FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND TO THE FULLEST EXTENT PERMITTED BY LAW. SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.

Miscellaneous Provisions

These Terms and Conditions will be governed by and construed in accordance with the laws of the State of California , without giving effect to the conflict of laws provisions of California or your actual state or country of residence. If for any reason a court of competent jurisdiction finds any provision or portion of these Terms and Conditions to be unenforceable, the remainder of these Terms and Conditions will continue in full force and effect. These Terms and Conditions constitute the entire agreement between the parties with respect to the subject matter hereof and supersede and replace all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter. Any waiver of any provision of these Terms and Conditions will be effective only if in writing and signed by Google and/or a third party who make its software and/or content available in conjunction with or through Google Desktop.

2007 Software License Agreement for QuickBooks® Software and Intuit Payroll Services

Thank you for selecting QuickBooks software. This Software License Agreement (the "Agreement") gives you certain rights and responsibilities depending on the software product license you purchased or subscribed to, as more fully described below (the "Software"). Certain versions of the Software contains Google™ Desktop, and this Agreement also includes the terms and conditions for Google Desktop. If the version of the Software license you purchased or subscribe to contains Google Desktop, when you accept this Agreement, you also accept the terms and conditions for Google™ Desktop. If you do not accept this Agreement, you will not be able to use the Software. If you're not completely satisfied with your purchase, you may return it to the place of purchase within 60 days of the date of your purchase, along with your dated receipt, for a full refund. See Section 7. Satisfaction Guaranteed below for more details. You may print this Agreement by clicking on the print button located on the screen where this Agreement is displayed.

1. LICENSE GRANT AND RESTRICTIONS. Intuit Inc. ("Intuit", "us", "we", "our") grants you ("you" and "your" means you or the legal entity that you are authorized to represent and on whose behalf the Software is licensed) the following rights provided that you comply with all of the terms and conditions of this Agreement.

(i) Single User License and Single User Add On Pack Purchasers. You may: (a) install the Software on one computer for access and use by only one specific person; and (b) install the Software on one additional portable computer (e.g., a laptop that you own and use in your business), so long as only the same specific person accesses and uses the Software. If you purchased a valid license for the Software and received an Authentic Intuit CDROM, such CDROM is your backup copy of the Software. If you purchased a valid license and received the Software pre-installed on a new computer or through an electronic download, you may make one backup copy of the Software, but only for the purpose of reinstalling the Software, if needed, on the single computer or portable computer referenced in (a) and (b) above. You are not allowed to make copies of the printed materials accompanying the Software, if any, or print multiple copies of any user documentation.

(ii) Multi User License and Multi User Add On Pack Purchasers. You may: (a) install the Software on the number of computers equal to the number of user licenses you purchased; (b) access and use the Software solely by the number of specific persons corresponding to the number of user licenses you purchased, with no substitution of such users (for example, if you purchased a 3 user license pack and you have 10 employees in your company, the original 3 specific persons who were initially provided with access to and use of the Software, are the only persons licensed to use the Software) unless you purchase additional licenses; (c) place a copy of your software data files on a network for access by licensed users; (d) install the Software on 1 additional computer above the number of the license(s) you purchased, solely to accompany your software data file, and not for use of the Software by another user; and (e) for each user license you purchased, make one copy of the printed materials accompanying the Software, if any, or print one copy of any online user documentation solely for use by licensed users.

(iii) Trial Versions. In connection with the foregoing license grant: (a) you may use a copy of the trial version of the Software only for the amount of time specified in the Software or in the materials accompanying the Software; and (b) according to the license grants above in Section 1 (i) for a single user license or (ii) if you are using more than one copy of the trial version of the Software. BY YOUR USE OF THE TRIAL VERSION OF THE SOFTWARE YOU UNDERSTAND AND AGREE THAT AFTER THE APPROXIMATE AMOUNT OF TIME SPECIFIED IN THE SOFTWARE OR IN THE MATERIALS ACCOMPANYING THE SOFTWARE, YOU MAY NOT BE ABLE TO CONTINUE TO ACCESS AND/OR USE SUCH TRIAL SOFTWARE OR ANY DATA YOU HAVE ENTERED INTO SUCH SOFTWARE UNLESS YOU PURCHASE THE APPROPRIATE FULL VERSION OF SUCH SOFTWARE.

You are not licensed or permitted under this Agreement to do any of the following: (a) modify, adapt, translate, rent or sublicense (including offering the Software to third parties on an applications service provider or time-sharing basis); (b) assign, loan, resell, transfer or distribute the Software, CDROM(s), or related materials or create derivative works based upon the Software or any part thereof; (c) network the Software, except that you may network your company data file as outlined in Section 1 (ii) above if you have purchased the multi-user license version; and (d) copy the Software in whole or part, except as expressly stated in (i), (ii), or (iii) above, or use trade secret information contained in the Software, to develop software to interface with the Software. You agree not to (and not to permit others to): (i) decompile, disassemble, or otherwise reverse engineer the Software, except as otherwise expressly permitted by applicable law; or (ii) remove, alter or obscure any confidentiality or proprietary rights notices (including copyright notices) of Intuit or its licensors on or within the Software or any copies of the Software. All license transfers are subject to written approval by Intuit and may be subject to a transfer fee determined by Intuit in its sole discretion. If your company is, or substantially all of its assets are, acquired by or merged into another company or sole proprietorship, please contact Intuit at transfer_license@intuit.com regarding transferring your license to the new company.

(iv) Unlock License. If you elect to convert from one version of the Software to another (e.g., from the Trial version to the Single User version, from Simple Start to Pro, from Pro to Premier, etc.) using the unlock purchase process within the Software, your use of the new unlocked version of the Software must be in accordance with the terms and conditions of this Agreement. Once you have unlocked such version, you may no longer use the original version of the Software on any computer.

(v) If you obtained a license for the free version of the Software, there may be additional restrictions on the amount of data or records you can input and use within the Software, as stated within the Software or the accompanying documentation.

(vi) If you purchased a subscription license to the Software, the terms of this Agreement, as supplemented by the terms of the subscription, will govern your use of the Software and provided that the duration of such license will be based on the subscription model you have elected.

In addition to the QuickBooks software, the term "Software" includes any other programs, tools, internet-based services, components and any "updates" (for example, Software maintenance, service information, help content, bug fixes, or maintenance releases etc.) of the Software that Intuit provides or makes available to you after the date you obtained your initial copy of the Software. You are entitled to download updates to the Software that Intuit generally makes available to other users of the Software. However, Upgrades (as defined in Section 16(3)) to the Software are only made available to subscribers of specified Payroll Services as set forth in Section 16(3). Certain Software may be accompanied by, and will be subject to, additional terms.

2. RESERVATION OF RIGHTS AND OWNERSHIP. The Software is licensed, not sold and Intuit reserves all rights not expressly granted to you in this Agreement. The Software is protected by copyright, trade secret and other intellectual property laws. Intuit and its licensors own the title, copyright, and other worldwide intellectual property rights in the Software and all copies of the Software. This Agreement does not grant you any rights to trademarks or service marks of Intuit.

3. INTUIT SERVICES AND THIRD PARTY SERVICES (TOGETHER "SERVICES").

A. Intuit Services. You may be made aware of or offered services, features, products, offers and promotions provided by Intuit ("Intuit Services"). If you decide to use Intuit Services, you may be subject to additional terms and conditions governing these Intuit Services.

B. Third Party Services. In connection with the promotion or your use of the Software, you may be made aware of or offered services, features, products, offers and promotions provided by third parties, and not by Intuit, such as internet based offerings ("Third Party Services"). Third Party Services may be subject to the terms and conditions specified by the third party providing such Third Party Services. If you decide to use Third Party Services, you are responsible for reviewing and understanding any such terms and conditions governing such Third Party Services. You authorize Intuit to use and disclose your contact information, including name and address, for the purpose of making the Third Party Services you choose available to you. Your participation in such Third Party Services indicates your acceptance of the terms and conditions for such Third Party Service. You agree that the third party, and not Intuit, is solely responsible for the performance of the Third Party Services.

The Software and Services may contain or reference links to third party websites. Some of these links are provided as a convenience only. The inclusion of any link does not mean an affiliation, sponsorship, endorsement, approval, investigation, verification or monitoring by Intuit or its Suppliers (defined in Section 8 below) of any information contained in any third party website. In no event will Intuit or its Suppliers be responsible for the information contained in such third party website or for your use of or inability to use such website. Access to any other website is at your own risk, and you should be aware that linked websites may contain terms and privacy policies that are different from those of Intuit and its Suppliers. Neither Intuit nor its Suppliers are responsible for such provisions, and expressly disclaim any liability for them.

You are responsible for providing, at your expense, any access to the Internet and any required equipment.

4. ADDITIONAL TERMS.

A. Timer Program. You may use the Timer program (if available) included with the Software, on all computers used in your business and may make the number of copies of the Timer program required for this purpose.

B. Data Files Transfer to QuickBooks Online Edition. If available, you may have the option for a limited transfer of data files from select versions the Software to select versions of QuickBooks Online Edition financial software ("QuickBooks OE") (see materials accompanying the Software for details). Once the data files are transferred from the Software to QuickBooks OE, the Terms of Service for QuickBooks OE shall apply to your use of QuickBooks OE.

C. QuickBooks Simple Start Online Edition. The QuickBooks Simple Start version of QuickBooks may include a feature that allows users to connect to and use the online edition of QuickBooks ("Simple Start Online Edition"), a subscription service. Internet access is required to use this service. Your purchase of QuickBooks Simple Start entitles you to use the Simple Start Online Edition for one year at no cost. If you choose to use QuickBooks Simple Start, you may not use the Simple Start Online Edition. However, if you choose to use the Simple Start Online Edition, you can switch back to QuickBooks Simple Start any time after activating Simple Start Online Edition. You must choose to use QuickBooks Simple Start or Simple Start Online Edition; you may not use both products. If you use the Simple Start Online Edition, you understand and agree that you will comply with and be subject to the terms and conditions of the QuickBooks Online Edition License Agreement. The offer to choose the Simple Start Online Edition described herein expires December 31, 2007.

D. Registration; Other Restrictions. The Software includes required registration, so you agree that you must register the Software with Intuit within the amount of time specified by the Software, otherwise you will not be able to continue to use of the Software. You agree to keep your registration information accurate and complete and promptly update your registration data with us as necessary to keep it accurate, current and complete. We protect your registration information according to our privacy policies which can be found by clicking http://quickbooks.intuit.com/qb/common/privacy_policy/privacy.jhtml or the privacy policy link on the Intuit website relating to the Software product you purchased. Enabling others to use your license number(s), product number(s), and validation number(s), if any, is strictly prohibited.

E. Software Updates. If and when you connect to the Internet to update your data, Intuit may also include updates in the transmission.

5. FEEDBACK. Intuit may provide you with a mechanism to provide feedback, suggestions and ideas about its Software and Services ("Feedback"). You agree that Intuit may, in its sole discretion, use the Feedback you provide to Intuit in any way, including in future modifications of QuickBooks, multimedia works and/or advertising and promotional materials relating thereto. You hereby grant Intuit a perpetual, worldwide, fully transferable, irrevocable, royalty free license to use, reproduce, modify, create derivative works from, distribute and display the Feedback, in any manner and for any purpose.

6. PRIVACY. For details about Intuit's privacy policies, please refer to the QuickBooks Privacy Statement contained either in the Software, at http://quickbooks.intuit.com/qb/common/privacy_policy/privacy.jhtml, or the privacy policy link on the Intuit website relating to the Software product you purchased. You agree to be bound by the applicable Intuit privacy policy, as it may be amended from time to time in accordance with its terms.

7. SATISFACTION GUARANTEED/LIMITED WARRANTY.

(i) Satisfaction Guarantee. If you are not satisfied with the Software and (a) You purchased the Software from a retail store, you may uninstall and delete all copies of the Software from your computer(s) and return it within 60 days of purchase to the store where you purchased your license with a dated receipt for a full refund. If the store is unable or unwilling to issue a refund or you obtained the Software directly from Intuit, you may uninstall and delete all copies of the Software and return the Software with a dated receipt or packing slip within 60 days of purchase via U.S. mail to Intuit Inc., Returns Department, PO Box 190004, Greenville, SC 29390-9004 or via UPS to Intuit Inc., Returns Department, 110 Hidden Lake Circle, Duncan, SC 29334. (b) You obtained the Software directly from Intuit via an Internet download, you may submit a written request to Intuit including your name, contact and product order information to Intuit Inc., Returns Department, PO Box 19004, Greenville, SC 29390-9004. (c) The Software was pre-installed on your computer when you bought it, or if CDROMs came packaged with your computer at no extra charge, follow the manufacturer's applicable return policy; or (d) You obtained the Software by downloading it on your computer, contact the provider of the download site.

(ii) Limited Warranty. (a) If the CDROM on which the Software is stored is defective, then return the CDROM to Intuit Inc., Returns Department, PO Box 19004, Greenville, SC 29390-9004 within 60 days of shipment (or in the case of a retail purchase, within 60 days of purchase) with a dated receipt or packing slip, and a replacement CDROM will be mailed to you; (b) If more than 60 days has elapsed from the purchase date and the CDROM is defective and you would like a replacement while that version is still commercially available, you may obtain a replacement by sending your defective CDROM and a check for the applicable amount published by Intuit (currently twenty dollars ($20) per replacement), plus applicable taxes, to Intuit at the address listed above. (For all orders shipped within the U.S., please add all applicable shipping and handling charges, state and local sales tax as well as tax on shipping and handling based on your shipping address); (c) If the Software was pre-installed on your computer when you bought it, or if CDROMs came packaged with your computer at no extra charge, and the Software is defective or was installed improperly, you may obtain replacement CDROMs from the company that manufactured your computer, at its option, by sending your request stating the nature of the problem, plus a copy of your dated receipt for the computer on which the Software was installed, to the manufacturer of the computer; or (d) If you obtained the Software by downloading it on your computer and the Software installed improperly, contact the provider of the download site.

8. DISCLAIMER OF WARRANTIES. EXCEPT AS EXPRESSLY PROVIDED IN SECTION 7 ABOVE, THE SOFTWARE, SERVICES AND ANY CONTENT ACCESSIBLE THROUGH THE SOFTWARE OR SERVICES ARE PROVIDED "AS-IS" AND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, INTUIT, ITS AFFILIATES, LICENSORS, PARTICIPATING FINANCIAL INSTITUTIONS, THIRD-PARTY CONTENT OR SERVICE PROVIDERS, DEALERS AND SUPPLIERS (COLLECTIVELY, "SUPPLIERS") DISCLAIM ALL GUARANTEES AND WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, REGARDING THE SOFTWARE, SERVICES, CONTENT, CDROMS AND RELATED MATERIALS, INCLUDING ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, TITLE, MERCHANTABILITY, AND NON-INFRINGEMENT. INTUIT DOES NOT WARRANT THAT THE SOFTWARE OR SERVICES ARE SECURE OR FREE FROM BUGS, VIRUSES, INTERRUPTION, OR ERRORS, OR THAT THE SOFTWARE OR SERVICES WILL MEET YOUR REQUIREMENTS. FURTHER, INTUIT DOES NOT WARRANT ACCESS TO THE INTERNET OR TO ANY OTHER SERVICE OR CONTENT OR DATA THROUGH THE SOFTWARE OR CONTINUED ACCESS TO THE TRIAL VERSION OF THE SOFTWARE OR TO THE DATA ENTERED INTO THE TRIAL VERSION OF THE SOFTWARE AFTER THE TRIAL PERIOD OF TIME IS OVER. SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. IN THAT EVENT, ANY IMPLIED WARRANTIES ARE LIMITED IN DURATION TO 60 DAYS FROM THE DATE OF PURCHASE OR DELIVERY OF THE SOFTWARE, AS APPLICABLE. HOWEVER, SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE.

THE SOFTWARE AND ANY RELATED SERVICES OR CONTENT ARE DESIGNED TO OPERATE AND PROVIDE INFORMATION WITH THE UNDERSTANDING THAT INTUIT AND ITS SUPPLIERS ARE NOT ENGAGED IN RENDERING LEGAL, ACCOUNTING OR OTHER PROFESSIONAL SERVICE. IF LEGAL ADVICE OR OTHER EXPERT ASSISTANCE IS REQUIRED, THE SERVICE OF A COMPETENT PROFESSIONAL SHOULD BE SOUGHT. INTUIT EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES THAT YOUR USE OF THE SOFTWARE WILL SATISFY ANY STATUTORY OR REGULATORY OBLIGATIONS, OR WILL ASSIST WITH, GUARANTEE OR OTHERWISE ENSURE COMPLIANCE WITH ANY APPLICABLE LAWS OR REGULATIONS, INCLUDING BUT NOT LIMITED TO THE HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT OF 1996 ("HIPAA"), THE GRAMM-LEACH-BLILEY ACT OF 1999, THE SARBANES-OXLEY ACT OF 2002, OR OTHER FEDERAL OR STATE STATUTES OR REGULATIONS. YOU ARE SOLELY RESPONSIBLE FOR ENSURING THAT YOUR USE OF THIS SOFTWARE, RELATED SERVICES OR CONTENT IS IN ACCORDANCE WITH APPLICABLE LAW. IT IS YOUR RESPONSIBILITY TO KEEP ABREAST OF CHANGES IN LAWS, REGULATIONS AND ACCOUNTING PRACTICES THAT AFFECT YOU AND YOUR BUSINESS.

All warranties or guarantees given or made by Intuit with respect to the Software (a) are solely for the benefit of you as the registered user of the Software and are not transferable, and (b) shall be null and void if you breach any term or condition of this Agreement.

9. LIMITATION OF LIABILITY AND DAMAGES. YOU AGREE THAT IN NO EVENT WILL INTUIT BE LIABLE FOR ANY LOSS, COST, LIABILITY OR DAMAGE INCURRED AS A RESULT OF YOUR RECEIPT OF OR PARTICIPATION IN THIRD PARTY SERVICES. THE ENTIRE CUMULATIVE LIABILITY OF INTUIT AND ITS SUPPLIERS FOR ANY REASON ARISING FROM OR RELATING TO THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT PAID BY YOU FOR THE SOFTWARE AND, IF SUCH LIABILITY ARISES FROM OR RELATES TO A SUBSCRIPTION TO AN INTUIT PAYROLL SERVICE, THEN SUCH LIABILITY SHALL BE LIMITED TO THE AMOUNT OF UP TO THREE (3) MONTHS OF ANY INTUIT PAYROLL SERVICE FEES PAID BY YOU, UNLESS OTHERWISE SEPARATELY AGREED BY INTUIT IN WRITING. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, INTUIT AND ITS SUPPLIERS SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES OR FOR ANY DAMAGES RELATING TO LOSS OF BUSINESS, TELECOMMUNICATION FAILURES, THE LOSS, CORRUPTION OR THEFT OF DATA, VIRUSES, SPYWARE, LOSS OF PROFITS OR INVESTMENT, TAX POSITIONS TAKEN BY YOU, USE OF THE SOFTWARE WITH HARDWARE OR OTHER SOFTWARE THAT DOES NOT MEET INTUIT'S SYSTEMS REQUIREMENTS OR THE LIKE, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF INTUIT, ITS SUPPLIERS OR ITS REPRESENTATIVES 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. SOME STATES DO NOT ALLOW THE LIMITATION AND/OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN INTUIT AND YOU. INTUIT WOULD NOT BE ABLE TO HAVE PROVIDED THIS SOFTWARE OR SERVICES WITHOUT SUCH LIMITATIONS.

10. CONSENT TO CONDUCT BUSINESS ELECTRONICALLY ("CONSENT").

(a) Consent to Electronic Communications. Intuit may be required by law to send "Communications" (as defined below) to you that may pertain to the Software, the use of information you may submit to Intuit, and the Third Party Services you choose. Additionally, certain of the Third Party Services you choose may require Communications with the third parties who administer these programs. You agree that Intuit, on behalf of itself, and others who administer such services (as applicable), may send Communications to you by email and/or may make Communications available to you by posting them at one or more of our sponsored websites, such as www.quickbooks.com. You consent to receive these Communications electronically.

The term "Communications" means any notice, record, agreement, or other type of information that is made available to you or received from you in connection with the Software and the Third Party Services.

(b) Consenting to Do Business Electronically. The decision whether to do business electronically is yours, and you should consider whether you have the required hardware and software capabilities described below. Your consent to do business electronically, and our agreement to do so, applies to this Agreement, the Software and any applicable Third Party Services.

(c) Communication Requirements. In order to access and retain an electronic record of Communications, you will need: a computer, a monitor, a connection to an Internet service provider, an Internet browser software that supports 128-bit encryption, and an e-mail address. By selecting the "I accept the terms of the license agreements" button and accepting this Agreement, you are confirming to us that you have each of these and the means to access, and to print or download, Communications. We do not provide ISP services. You must have your own Internet service provider.

(d) Withdrawal of Consent. If you later decide that you do not want to receive future Communications electronically, write to us at Privacy Team Intuit Inc, 2800 East Commerce Center Place Tucson, AZ 85706. Clearly state your desire to withdraw consent of electronic communication. If you withdraw your consent to receive Communications electronically, we may terminate your use of the Software and Third Party Services.

(e) Changes to Your Email Address. In order to provide you with the Communications, you agree to notify us promptly of any change in your email address. You can do so by logging on to https://privacy.intuit.com/cpi/do/comments and following the instructions to submit a comment to Intuit (please include both your old and new email addresses).

11. MISCELLANEOUS. Except as expressly set forth in this Agreement, this Agreement is a complete statement of the agreement between you and Intuit and sets forth the entire liability of Intuit and its Suppliers and your exclusive remedy with respect to the Software, Intuit Services, and Third Party Services and their use. The Suppliers, agents, employees, distributors, and dealers of Intuit are not authorized to make modifications to this Agreement, or to make any additional representations, commitments, or warranties binding on Intuit. Any waiver of the terms herein by Intuit must be in a writing signed by an authorized officer of Intuit and expressly referencing the applicable provisions of this Agreement. If any provision of this Agreement 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 under applicable law, and the remaining provisions will continue in full force and effect. This Agreement 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 the application of law of a different jurisdiction, and applicable federal law. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. The parties hereby consent to the exclusive jurisdiction and venue in the state courts in Santa Clara County, California or federal court for the Northern District of California. Headings are included for convenience only, and shall not be considered in interpreting this Agreement. As used in this Agreement, the word "including" means "including but not limited to." This Agreement does not limit any rights that Intuit may have under trade secret, copyright, patent or other laws.

12. TERMINATION AND AMENDMENT. Your rights under this Agreement may be terminated by Intuit immediately and without notice if you fail to comply with any term or condition of this Agreement or no longer consent to receipt of electronic Communications. Upon such termination, you must immediately cease using the Software and any Service, and delete or destroy all complete and partial copies of the Software, including all backup copies. Any termination of this Agreement shall not affect Intuit's rights hereunder. Intuit shall have the right to change or add to the terms of its Agreement at any time (provided that it is not Intuit's intent that such change substantially affect the license rights granted to you in Section 1 and for which consideration was paid by you), and to change, delete, discontinue, or impose conditions on any feature or aspect of the Software or Services (including internet based services, pricing, technical support options, and other product-related policies) upon notice by any means Intuit determines in its discretion to be reasonable, including sending you an email notification or posting information concerning any such change, addition, deletion, discontinuance or conditions in the Software or on any Intuit sponsored web site, including www.quickbooks.com.

13. EXPORT RESTRICTIONS. You acknowledge that this software is subject to the U.S. Export Administration Regulations (15 CFR, Chapter VII) and that you will comply with these regulations. You will not export or re-export this product, directly or indirectly, to: (1) any countries that are subject to US export restrictions; (2) any end user who has been prohibited from participating in US export transactions by any federal agency of the US government; or (3) any 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 acknowledge that this product may include technical data subject to export and re-export restrictions imposed by US law.

14. U.S. GOVERNMENT. The Software is a "commercial item," as that term is defined at 48 C.F.R. 2.101 (OCT 1995), consisting of "commercial computer software" and "commercial computer software documentation," as such terms are used in 48 C.F.R. 12.212 (SEPT 1995). Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4 (JUNE 1995), all U.S. Government End Users acquire the Software with only those rights set forth herein.

15. HEALTH INFORMATION AND PRIVACY. If you intend to use the Software, related services and content in conjunction with the medical or health information of particular individuals, you acknowledge and agree that the Software, related services and content are not "HIPAA-ready" or "HIPAA-compliant" and will not assist with or ensure compliance with HIPAA, and that you are solely responsible for using the Software, related services and content in a manner consistent with all applicable federal and state privacy laws relating to medical or health information.

16. ADDITIONAL TERMS FOR QUICKBOOKS PAYROLL SUBSCRIPTION SERVICES (TOGETHER THE "PAYROLL SERVICES")

(1) QuickBooks Basic Payroll, Standard Payroll, Enhanced Payroll, Enhanced Payroll for Accountants, and Enhanced Payroll Plus ("Basic", "Standard or Enhanced Payroll"). (Not applicable for Software and Trial versions that do not include access to the applicable Basic, Standard or Enhanced Payroll Service.) In order for you to calculate federal and state payroll taxes, you must (i) have registered the Software, (ii) have Internet access, and (iii) subscribe to the applicable Basic, Standard or Enhanced Payroll service. You may subscribe to the applicable Basic, Standard or Enhanced Payroll through the Software by clicking on the appropriate Employee menu item from within the Software. The applicable Basic, Standard or Enhanced Payroll service will begin after we receive and process all the information requested, including your credit card or bank account information. You must have a valid credit card or a valid debit card with a Visa or MasterCard logo ("Card") or sufficient funds in a U.S. checking or savings account to cover an electronic debit of the subscription fee to obtain the applicable Basic, Standard or Enhanced Payroll, except as described below. The information you provide must be accurate and complete. When you subscribe and provide payment information, your Card or bank account will be debited and will be automatically re-debited at the beginning of each applicable monthly or one-year subscription term of the Basic, Standard or Enhanced Payroll ("Renewal Term") at the then current subscription rate to maintain the Basic, Standard or Enhanced Payroll service. You may notify us to cancel the Basic, Standard or Enhanced Payroll service prior to the beginning of each Renewal Term. If, during a Renewal Term, the Basic, Standard or Enhanced Payroll service for your version of the Software is discontinued by us, Intuit shall refund to you the prorated amount of the subscription fee for the period of time you were unable to use the Basic, Standard or Enhanced Payroll.

Standard and Enhanced Payroll purchased at retail will begin after you activate Standard or Enhanced Payroll, which activation must be no later than ninety (90) days from purchase or the date marked on the outside of your QuickBooks Payroll box, whichever is earlier.

For each registered copy of the Software, you must purchase a separate subscription for Basic, Standard or Enhanced Payroll. For the purposes of Basic, Standard or Enhanced Payroll subscriptions, a QuickBooks Pro, QuickBooks Premier Multi-user pack, or an Enterprise Solutions Business Management Software user pack is considered a single registered copy of the Software. If you are using one of the aforementioned versions of the Software, you will need only one subscription to the applicable Basic, Standard or Enhanced Payroll service.

We strongly recommend you connect to Basic, Standard or Enhanced Payroll to validate your subscription and receive the most current payroll tax updates at least once every 45 days. Failure to update within 45 days may result in inaccurate withholding from payroll and you hereby assume any and all liability resulting from any inaccurate withholding resulting from a failure to update. Also, as a safety measure, and due to the annual changes in payroll tax rates, if you are not a subscriber to the Basic, Standard or Enhanced Payroll Service on February 15 of each year you will be unable to continue to process payroll using tax tables from the prior year. In the event this occurs, connect with Basic, Standard or Enhanced Payroll, bring your subscription account current if necessary, get the latest payroll updates, and you will again be able to process payroll.

License Grant and Restrictions. If and when you subscribe to Basic, Standard or Enhanced Payroll and pay the applicable subscription fee, Intuit grants you a limited non-exclusive license to use the tax tables, selected payroll tax forms (for Standard and Enhanced Payroll only), when available, and documentation ("Payroll Updates") within the United States, provided that you comply with all of the terms and conditions of this Agreement. You may not use the Payroll Updates except with the Software. You may only use or install updates to Basic, Standard or Enhanced Payroll on the computer(s) used by individual(s) for whom you have purchased a license to the Software. You may not process payroll for any other person, company or legal entity without a valid subscription to the Enhanced Payroll for Accountants payroll service. Certain Basic, Standard or Enhanced Payroll may have restrictions on the number of employees for whom payroll can be processed.

Termination and Amendment. Your rights to the Basic, Standard or Enhanced Payroll subscription may be terminated by Intuit immediately and without notice if you fail to comply with any term or condition of this Agreement or if Intuit is unable to debit your Card in accordance with this Agreement. Intuit shall have the right to change or add to the terms or conditions of the Basic, Standard or Enhanced Payroll service at any time (provided that it is not Intuit's intent that such change substantially affect the license rights granted to you and for which consideration was paid by you), and to change the method of delivering or accessing the Basic, Standard or Enhanced Payroll service and/or the subscription fee, and to change, delete, discontinue or impose conditions on any feature or aspect of the Basic, Standard or Enhanced Payroll service. In this event you will receive notice of such change, typically via email or on www.quickbooks.com. For the latest version of the terms or conditions of the Basic, Standard or Enhanced Payroll service, go to www.payroll.com, or such other site designated by Intuit. The Payroll Service does not include access to the Internet for connecting to Basic, Standard or Enhanced Payroll, nor does it include furnishing advice of deductions. Basic, Standard or Enhanced Payroll does not include information regarding selected local and state taxes. Basic, Standard or Enhanced Payroll operates only with a compatible version of the Software; so from time to time you may need to install updates or upgrades (or allow Intuit to install them electronically) or purchase an upgrade version of the Software to continue using Basic, Standard or Enhanced Payroll. All users in a multi-user environment must be using valid licensed copies of the same version year of the Software.

Electronic Filing and Payment of Payroll Tax for Enhanced Payroll. You must have a supported version of QuickBooks and a current subscription to Enhanced Payroll in order to electronically file and pay your payroll taxes ("Transaction") using QuickBooks. If you choose to file and/or pay your Transaction electronically, it will be forwarded to Intuit's Electronic Filing Center where Intuit will convert it to a standardized format and transmit it to the applicable federal and/or state taxing authority (the "Electronic Filing Services"). You are responsible for verifying the status of your Transaction to confirm that it has been received and accepted by the applicable taxing authority, and if necessary, for filing and paying it manually in the event that the taxing authority rejects your Transaction (e.g., incorrect bank account number, invalid pin, duplicate payment). Except to the extent required by applicable law, Intuit has no obligation to store, maintain or provide to you any information you provide to Intuit, and you agree to print and save a copy of your Transaction for your records. By using this system to prepare and submit your Transaction, you consent to the disclosure to the IRS and any other tax or revenue authority of all information pertaining to your use of the Electronic Filing Services. Using the system to prepare and submit your Transaction with state taxing authorities is subject to availability.

Some Transactions may go through the Automated Clearing House (the "ACH"), and you agree that your Transactions will be governed by the ACH rules. You warrant to Intuit everything that Intuit must warrant as an ACH Originator, and you accept any liability you or Intuit may incur which is caused by your Transactions. If Intuit tells you that information concerning your Transactions has changed, you must use this corrected information in the future to initiate Transactions.

You authorize Intuit to send Transactions, electronically or by any other commercially accepted method, to the appropriate financial institution or taxing authority. You also authorize and direct the institution which holds your demand deposit account, identified when you sign up, or any other account you identify when using the Enhanced Payroll Service in the future ("Your Account(s)"), to charge each debit to Your Account(s) and pay that amount to the government agency. You authorize Intuit and its agents (if applicable) to enroll you with the appropriate taxing authorities for the purposes of e-filing and e-payment at our discretion. This authorization remains in effect until you notify Intuit that this authorization is revoked.

*Note: You understand that certain features in the payroll tax electronic filing and payment service may be in beta and are not final. As a result, the payroll tax electronic filing and payment service may contain errors, "bugs" and other problems which may result in the failure of your Transaction to be filed or paid with the appropriate taxing authority. You agree that Intuit may contact you in order to assist you with the service and to obtain information needed to determine and fix any error.

Other Services. The use by you of the Payroll Services, including but not limited to, Direct Deposit for the Payroll Services may be subject to your acceptance of separate agreements in addition to the terms of this Agreement. Application forms and information to subscribe to the Direct Deposit services are provided through the Software. You may sign up to use the Direct Deposit option only if you are an active subscriber to the Services.

YOU ASSUME FULL RESPONSIBILITY FOR THE USE OF THE PAYROLL SERVICES TO ACHIEVE YOUR INTENDED PURPOSES, FOR THE PROPER INSTALLATION AND USE OF THE PAYROLL SERVICE AND FOR VERIFYING THE RESULTS OBTAINED FROM USE OF THE PAYROLL SERVICE. IN ADDITION TO THE OTHER DISCLAIMERS IN THIS AGREEMENT, INTUIT AND ITS SUPPLIERS DISCLAIM ANY WARRANTY THAT THE PAYROLL SERVICE WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION OF THE PAYROLL SERVICE WILL BE UNINTERRUPTED OR ERROR FREE.

(2) QuickBooks Assisted Payroll and Assisted Payroll Plus Service ("Assisted Payroll"). (Not applicable for Software and Trial versions that do not include access to the QuickBooks Assisted Payroll Service and/or Direct Deposit Option). In order for you to calculate federal and state payroll taxes, you must have (i) registered the Software, (ii) have Internet access, and (iii) subscribe to the applicable Assisted Payroll service. You may subscribe to Assisted Payroll through the Software. From time to time you may need to install updates or upgrades (or allow Intuit to install them electronically) or purchase an upgrade version of the Software to continue using Assisted Payroll. All users in a multi-user environment must be using licensed copies of the same version year of the Software. You are solely responsible and liable for the security of and controlling any access to or use of any forms W-2 viewed and/or saved on your computer. You agree that Intuit is not and shall not be responsible for the accuracy of any forms W-2.

License Grant and Restrictions. Intuit grants you a limited non-exclusive license to use the tax tables, selected payroll tax forms, when available, and documentation within the United States, provided that you comply with all of the terms and conditions of this Agreement. You may only use or install updates to Assisted Payroll on the computer(s) used by the individual(s) for whom you have purchased a license to the Software.

Termination and Amendment. Your rights to the Assisted Payroll service subscription may be terminated by Intuit immediately and without notice if you fail to comply with any term or condition of this Agreement. Intuit shall have the right to change or add to the terms or conditions of Assisted Payroll at any time (provided that it is not Intuit's intent that such change substantially affect the license rights granted to you and for which consideration was paid by you), and to change the method of delivering or accessing Assisted Payroll and/or the subscription fee and to change, delete, discontinue or impose conditions on any feature or aspect of the Assisted Payroll service. Assisted Payroll does not include furnishing payroll advice, information regarding local taxes and certain state taxes. Service availability and additional terms and conditions of Assisted Payroll are provided within the QuickBooks Assisted Payroll Services Agreement.

You understand that if you subscribe to the Assisted Payroll and/or Do It Yourself Payroll service and you use the service to process payroll fraudulently, Intuit will share your name and other information we collect with similar payroll processors in an attempt to collect outstanding amounts you owe to Intuit and other payroll processors.

(3) Upgrades and Updates. Certain versions of the Payroll Services include automatic future Upgrades (i.e., the most current version of the Software). If you are entitled to receive an Upgrade, you may be required to accept different software license terms and conditions.

If your Services subscription expires (for example you cancel or don't renew your subscription) or terminates (for example if Intuit is unable to debit your Card for the Service), Intuit has the right to withhold the shipment of Upgrades, and even if Intuit ships such Upgrades to you after your subscription has terminated or expired, you are not authorized to install such Upgrades. In addition, you will no longer be entitled to receive updates.

(4) QuickBooks Employee Organizer. (Not applicable for Software and Trial versions that do not include access to the QuickBooks Employee Organizer). In order for you to access the Employee Organizer, you must (i) have registered the Software, (ii) have Internet access, and (iii) purchased the QuickBooks Employee Organizer ("Employee Organizer") separately. You may subscribe to the Employee Organizer through the Software by clicking on the appropriate Employee menu item from within the Software. The Employee Organizer will be enabled after we receive and process all the information requested, including your credit card or bank account information (if Intuit accepts this form of payment for the Employee Organizer). You must have a valid Card or sufficient funds in a U.S. checking or savings account (if Intuit accepts this form of payment for the Employee Organizer) to cover an electronic debit of the fee to purchase the Employee Organizer, except as described below. The information you provide must be accurate and complete.

Your initial purchase of the Employee Organizer includes a one-year subscription to the Employee Organizer Employment Regulations Update Service including the "Ask An Employment Question" e-mail inquiry service provided through CCH Incorporated ("Regulations Guide"). When you purchase the Employee Organizer and provide payment information, your Card or bank account (if Intuit accepts this form of payment for the Employee Organizer and/or the Regulations Guide) will be debited and will be automatically re-debited at the beginning of each subsequent one-year term subscription to the Regulations Guide at the then current subscription rate to maintain the Regulations Guide unless you notify us to cancel the Regulations Guide prior to the beginning of the new one-year term. If you cancel your subscription to the Regulations Guide you bear all risk for any inaccuracies, liability or penalties resulting from your use of any outdated information.

License Grant and Restrictions. If and when you (i) purchase the Employee Organizer and (ii) pay the appropriate subscription fee annually, Intuit grants you a limited non-exclusive license to use Regulations Guide within the United States, provided that you comply with all of the terms and conditions of this Agreement. You may not use the Regulations Guide except with the Software. You may only use or install updates to the Regulations Guide on the computer(s) used by individual(s) for whom you have purchased a license to the Software.

Termination and Amendment. Your rights to the Regulations Guide subscription may be terminated by Intuit immediately and without notice if you fail to comply with any term or condition of this Agreement or if Intuit is unable to debit your Card or your bank account (if Intuit accepts this form of payment for the Employee Organizer and/or the Regulations Guide) in accordance with this Agreement. If you do not renew your subscription to Employee Organizer, and/or Regulations Guide, or cancel your subscription or are terminated from service, you will still be able to use the Employee Organizer to access the data you have entered with respect to your employees on your currently installed version of the Software. However, if you install any subsequent updates to the Software, Employee Organizer shall be disabled and the data you have entered with respect to your employees will be rendered inaccessible.

Intuit shall have the right to change or add to the terms or conditions of this Agreement (provided that it is not Intuit's intent that such change substantially affect the license rights granted to you and for which consideration was paid by you), relating to the Employee Organizer, the Regulations Guide, the method of delivering or accessing the Regulations Guide, and the fees for the Employee Organizer and/or the Regulations Guide at any time and to change, delete, discontinue or impose conditions on any feature of aspect of the Employee Organizer and Regulations Guide. In this event you will receive notice of such change, typically via email or on www.quickbooks.com or such other site designated by Intuit. The Regulations Guide does not include access to the Internet, nor does it include furnishing of legal advice. The Employee Organizer and the Regulations Guide operate only with a compatible version of the Software; so from time to time you may need to install updates or upgrades (or allow Intuit to install them electronically) or purchase an upgrade version of the Software to continue using the service. All users in a multi-user environment must be using licensed copies of the same version of the Software. Your use of the Employee Organizer and/or the Regulations Guide indicates that you have read this Agreement and agree to its terms.

17. THIRD PARTY NOTICES. The Software contains Adobe® Flash® Player software by Adobe Systems Incorporated, Copyright © 1995-2006 Adobe Macromedia Software LLC. All rights reserved. Adobe and Flash are trademarks of Adobe Systems Incorporated.

Copyright © 2006 Intuit Inc. All rights reserved.
Intuit Inc.
P. O. Box 7850
Mountain View, CA 94039-7850

As of 08/14/06

Google Desktop Terms and Conditions

By agreeing to install Google Desktop you indicate that you have read, understand and agree to the Google Desktop Terms and Conditions located at http://desktop.google.com/eula.html. You understand and agree that Google reserves the right to modify these Google Desktop Terms and Conditions from time to time in its sole discretion, without notice or liability to you. You agree to be bound by these Google Desktop Terms and Conditions, as modified. Please review the most current version of the Google Desktop Terms and Conditions from time to time, located at http://desktop.google.com/eula.html (or such successor URL as Google may provide), so that you will be apprised of any changes.

Thank you for trying out Google Desktop! This page contains the terms and conditions ("Terms and Conditions") for Google Desktop and Google Desktop (collectively, "Google Desktop") - including our business version, Google Desktop for Enterprise . By downloading Google Desktop, you agree to this agreement either for yourself or on behalf of your employer or another entity and agree to be bound by its terms and conditions. If you are accepting on behalf of your employer or another entity, you represent and warrant that you have full legal authority to bind your employer or such entity to these terms and conditions. If you don't have the legal authority to bind, please press the "I do not accept" button below.

Personal or Internal Business Use Only

Google Desktop is made available to you for your personal or internal business use in compliance with all applicable laws, rules and regulations. If you want to make commercial use of Google Desktop, including but not limited to selling or distributing Google Desktop for payment, you must enter into an agreement with Google or obtain Google's written permission in advance. If you are asked to register you must provide complete and accurate identification, contact, and other information required as part of the registration process. Google reserves the right to refuse or discontinue participation to any applicant at any time in its sole discretion.

Prohibited Actions

Except for distributions for internal business and/or personal use to your employees or contractors in compliance with these Terms and Conditions, you may not distribute Google Desktop or any services or software associated with or derived from it, modify, copy, license, or create derivative works from Google Desktop, unless you obtain Google's written permission in advance. If you wish to do any of the above, please contact us by visiting desktop.google.com/feedback.html.

Distribution

Once you have obtained Google's permission, you may make copies of Google Desktop and distribute such copies to others provided that any such recipient has had an opportunity to review and agree to be bound by these Terms and Conditions. If others to whom you'd like to distribute Google Desktop do not have this opportunity to review and agree to these Terms and Conditions but you would still like to distribute copies to them, you may do so provided that you have the legal right to bind each of those third parties to these Terms and Conditions. If you do not have this right and the recipients do not have an opportunity to review and agree to these Terms and Conditions, you may not distribute Google Desktop to them. If you have any questions regarding the terms of distribution, please contact us by visiting desktop.google.com/feedback.html.

Automatic Updates

Google Desktop may communicate with Google's servers (unless you are using Google Desktop for internal business use and your settings prevent this communication) to check for available updates to the software, such as bug fixes, patches, enhanced functions, missing plug-ins and new versions (collectively, "Updates"). During this process, Google Desktop sends Google a request for the latest version information. By installing Google Desktop (unless you are using Google Desktop for internal business use and your settings prevent this communication), you hereby agree to automatically request and receive Updates from Google's servers.

Information Practices

Protecting users' privacy is very important to Google. As a condition of downloading and using Google Desktop, you agree to the terms of the Google Desktop Privacy Policy, which may be updated from time to time, as expressed in the most recent version that exists at the time of your use. Information collected by Google may be stored and processed in the United States or any other country in which Google Inc. or its agents maintain facilities. By using Google Desktop you consent to any such transfer of information outside of your country.

Intellectual Property

You acknowledge that Google or third parties own all right, title and interest in and to Google Desktop, portions thereof, or software or content provided through or in conjunction with Google Desktop, including without limitation all Intellectual Property Rights. "Intellectual Property Rights" means any and all rights existing from time to time under patent law, copyright law, trade secret law, trademark law, unfair competition law, and any and all other proprietary rights, and any and all applications, renewals, extensions and restorations thereof, now or hereafter in force and effect worldwide. You agree not to (and agree not to allow third parties to) modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from Google Desktop, or to extract significant portions of Google Desktop's files for use in other applications. You also agree to (and agree not to allow third parties to) not remove, obscure, or alter Google's or any third party's copyright notice, trademarks, or other proprietary rights notices affixed to or contained within or accessed in conjunction with or through Google Desktop.

Feedback

If you have comments on Google Desktop or ideas on how to improve it, please visit desktop.google.com/feedback.html. Please note that by doing so, you also grant Google and third parties permission to use and incorporate your ideas or comments into Google Desktop (or third party software or content) without further compensation or approval.

Changes to Terms and Conditions

Google reserves the right to modify these Terms and Conditions from time to time in its sole discretion, without notice or liability to you. You agree to be bound by these Terms and Conditions, as modified. Please review the most current version of the Terms and Conditions from time to time, located at desktop.google.com/eula.html (or such successor URL as Google may provide), so that you will be apprised of any changes.

Disclaimer of Warranties

Google and any third party who makes its software or content available in conjunction with or through Google Desktop disclaim any responsibility for any harm resulting from your use (or use by your employees, agents or contractors) of Google Desktop and/or any third party software or content accessed in conjunction with or through Google Desktop. GOOGLE DESKTOP AND ANY THIRD PARTY SOFTWARE AND CONTENT MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH GOOGLE DESKTOP ARE PROVIDED "AS IS," WITH NO WARRANTIES WHATSOEVER. GOOGLE AND SUCH THIRD PARTIES EXPRESSLY DISCLAIM TO THE FULLEST EXTENT PERMITTED BY LAW ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS. GOOGLE AND ANY THIRD PARTY WHO MAKES ITS SOFTWARE OR CONTENT AVAILABLE IN CONJUNCTION WITH OR THROUGH GOOGLE DESKTOP DISCLAIM ANY WARRANTIES REGARDING THE SECURITY, RELIABILITY, TIMELINESS, AND PERFORMANCE OF GOOGLE DESKTOP AND SUCH THIRD PARTY SOFTWARE OR CONTENT. YOU UNDERSTAND AND AGREE THAT YOU DOWNLOAD AND/OR USE GOOGLE DESKTOP AND ALL THIRD PARTY SOFTWARE OR CONTENT MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH GOOGLE DESKTOP AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF GOOGLE DESKTOP AND SUCH THIRD PARTY SOFTWARE AND CONTENT. SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. YOU MAY ALSO HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE AND JURISDICTION TO JURISDICTION.

Limitation of Liability

UNDER NO CIRCUMSTANCES SHALL GOOGLE OR ANY THIRD PARTY WHO MAKES ITS SOFTWARE OR CONTENT AVAILABLE IN CONJUNCTION WITH OR THROUGH GOOGLE DESKTOP BE LIABLE TO ANY USER ON ACCOUNT OF THAT USER'S USE OR MISUSE OF GOOGLE DESKTOP OR SUCH THIRD PARTY SOFTWARE OR CONTENT. SUCH LIMITATION OF LIABILITY SHALL APPLY TO PREVENT RECOVERY OF DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, AND PUNITIVE DAMAGES WHETHER SUCH CLAIM IS BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, (EVEN IF GOOGLE AND/OR A THIRD PARTY SOFTWARE OR CONTENT PROVIDER HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). SUCH LIMITATION OF LIABILITY SHALL APPLY WHETHER THE DAMAGES ARISE FROM USE OR MISUSE OF AND RELIANCE ON GOOGLE DESKTOP AND ALL THIRD PARTY SOFTWARE OR CONTENT MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH GOOGLE DESKTOP, FROM INABILITY TO USE GOOGLE DESKTOP AND ALL THIRD PARTY SOFTWARE OR CONTENT MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH GOOGLE DESKTOP, OR FROM THE INTERRUPTION, SUSPENSION, OR TERMINATION OF GOOGLE DESKTOP AND ALL THIRD PARTY SOFTWARE AND CONTENT MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH GOOGLE DESKTOP (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES). SUCH LIMITATION SHALL APPLY NOTWITHSTANDING A FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND TO THE FULLEST EXTENT PERMITTED BY LAW. SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.

Miscellaneous Provisions

These Terms and Conditions will be governed by and construed in accordance with the laws of the State of California , without giving effect to the conflict of laws provisions of California or your actual state or country of residence. If for any reason a court of competent jurisdiction finds any provision or portion of these Terms and Conditions to be unenforceable, the remainder of these Terms and Conditions will continue in full force and effect. These Terms and Conditions constitute the entire agreement between the parties with respect to the subject matter hereof and supersede and replace all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter. Any waiver of any provision of these Terms and Conditions will be effective only if in writing and signed by Google and/or a third party who make its software and/or content available in conjunction with or through Google Desktop.

2006 Software License Agreement for QuickBooks® Software and Intuit Payroll Services

This Agreement sets forth the terms and conditions for licensing of the Software from Intuit to you, and installing and using the Software indicates that you have read and understand this Agreement and accept its terms and conditions. Do not install and/or use the Software until you have carefully read the following Agreement. The use by you of any services or content accessible through the Software may be subject to your acceptance of separate agreements with Intuit or third parties. This Agreement applies to the: (i) trial; (ii) single-user license; (iii) multi-user license; and (iv) Original Equipment Manufacturer ("OEM") or Special Editions ("SE") versions of the Software and other branded or customized versions or tools unless otherwise agreed. If you purchased the Software from a retail store or directly from Intuit or other Intuit-authorized distribution channel, and do not agree with this Agreement, promptly return the Software and accompanying items to the place of purchase, or as provided below, within sixty (60) days of purchase with a dated receipt for a full refund. If the Software was pre-installed on your computer or disks came packaged with your computer at no extra charge, and if you do not agree with this Agreement, delete or do not use the Software. If the Software was downloaded on your computer and if you do not agree with this Agreement, delete or do not use the Software.

Software is defined as the programs with which this Software License Agreement is included and any other programs or tools that subsequently may be licensed from Intuit by you, and any updates or maintenance releases thereto.

LICENSE AND CERTAIN RESTRICTIONS

Trial Versions. If you obtained a trial version of the Software, you are granted a limited non-exclusive license to use a copy of the trial version of the Software only for the amount of time specified in the Software or in the materials accompanying the Software: (i) on the computer(s) used by a single individual, or; (ii) if you are using more than one copy of the trial version of the Software, (a) on up to five (5) computer(s) owned and operated solely by and for your Company and used by up to a total of five (5) individuals who are your owners, employees or contractors; and (b) to place a copy of a trial software data file on a network for use by such individuals. If you obtained a trial version of the QuickBooks Enterprise Solutions Business management Software, you are granted a limited non-exclusive license to use a copy of the trial version of the Software only for the amount of time specified in the Software or in the materials accompanying the Software: (i) on the computer(s) used by a single individual, or (ii) if you are using more than one copy of the trial version of the Software, (a) on up to the number of computer(s) owned and operated solely by and for your Company and used by up to the number of individuals who are your owners, employees or contractors corresponding to the number specified in trial version of the Software and/or the materials accompanying the trial version of the Software; and (b) to place a copy of a trial software data file on a network for use by such individuals. Thereafter, you may purchase the right to use the appropriate full version of either the single-user or multi-user versions of the Software which license terms are specified below, by contacting Intuit or a reseller or, if applicable, through the purchase process in the trial version of the Software. You may not copy the printed materials accompanying the Software, if any, or print multiple copies of any user documentation. BY YOUR USE OF THE TRIAL VERSION OF THE SOFTWARE YOU UNDERSTAND AND AGREE THAT AFTER THE APPROXIMATE AMOUNT OF TIME SPECIFIED IN THE SOFTWARE OR IN THE MATERIALS ACCOMPANYING THE SOFTWARE, YOU MAY NOT BE ABLE TO CONTINUE TO ACCESS AND/OR USE THE SOFTWARE OR ANY DATA YOU HAVE ENTERED INTO SUCH SOFTWARE UNLESS YOU PURCHASE THE APPROPRIATE FULL VERSION OF THE SOFTWARE.

Single-User License. If you purchased a full, single-user license of the Software, or a single-user add-on pack license, you are granted a limited non-exclusive license to use the enclosed Software on the computer(s) used by a single individual. You may make one (1) backup copy of the Software solely for the purpose of reinstalling the Software, if needed, on the computer(s) used by the same single individual. You may not copy the printed materials accompanying the Software, if any, or print multiple copies of any user documentation. Registration of the Software with Intuit after the approximate amount of time specified in the Software or in the materials accompanying the Software and in accordance with Intuit's then-current privacy policies is required. If you purchased or obtained certain special limited versions of the Software, there may be additional restrictions on the amount of data or records you can input and use within the Software (see materials accompanying the Software for details).

Multi-User License. If you purchased a multi-user 5-Pack license or more than one license for a simultaneous user-capable version of the Software, you are granted a limited non-exclusive license to: (i) use the enclosed Software on the number of computer(s) corresponding to the number of licenses you have purchased, up to five (5) computers and only where all such computers are owned and operated solely by and for your Company and used by up to a total of five (5) individuals who are your owners, employees or contractors; (ii) place a copy of your company's software data file on a network for use by such individuals; (iii) install the Software on a sixth computer only if required to host your company's software data file and enable multi-user access by only such individuals to your company's software data file, and (iv) make up to four (4) additional copies of the printed materials accompanying the Software, if any, and/ or print up to five (5) copies of any online user documentation located in the Software for use by such individuals. Registration of the Software with Intuit after the approximate amount of time specified in the Software or in the materials accompanying the Software and in accordance with Intuit's then-current privacy policies is required.

QuickBooks Enterprise Solutions Business Management Software. If you purchased a multi-user license of the Software or more than one license for a simultaneous-user-capable version of the Software, you are granted a limited non-exclusive license to: (i) use the enclosed Software on the number of computer(s) corresponding to the number of licenses you have purchased, where all such computers are owned and operated solely by and for your Company and used by up to a total number of individuals, corresponding to the number of licenses you have purchased, who are your owners, employees or contractors; (ii) place a copy of your company's software data file on a network for use by such individuals; (iii) install the Software on one (1) additional computer only if required to host your company's software data file and enable multi-user access by only such individuals to your company's software data file, and (iv) make up to the number of copies corresponding to the number of licenses purchased of the printed materials accompanying the Software, if any, and/ or print up to the number of copies corresponding to the number of licenses purchased of any online user documentation located in the Software for use by such individuals. Registration of the Software with Intuit after the approximate amount of time specified in the Software or in the materials accompanying the Software and in accordance with Intuit's then-current privacy policies is required.

Unlock License. If you convert from one type of the Software to another (e.g., from a Trial license to Single-user license, from Simple Start to Pro, from Pro to Premier, etc.) through an unlock purchase process within the Software, you may use the unlock purchase version of the Software in accordance with the Agreement and, thereafter, may no longer use your original license version of the Software on any computer.

Additional Terms. You may use the Timer program, (if available), included with the Software on all computers used in your business. If available, you may also have the option for a limited transfer of data files from select versions the Software to select versions of QuickBooks Financial Software Online Edition ("QuickBooks OE") (see materials accompanying the Software for details). Once the data files are transferred from the Software to QuickBooks OE, the Terms of Service for QuickBooks OE shall apply to your use of QuickBooks OE. Making additional copies of the Software, apart from the Timer program, or enabling others to use your license number(s), product number(s), and validation number(s), if any, is strictly prohibited. It is also prohibited to give copies to a person who has not purchased the appropriate license for the Software from Intuit; to disclose interfaces to the Software, to install the Software on computers used by individuals who have not purchased the appropriate licenses for the Software from Intuit; or to duplicate or distribute the Software by any other means including electronic transmission.

The Software in its entirety is protected by the copyright laws. The Software also contains Intuit trade secrets, and you may not decompile, reverse engineer, disassemble, or otherwise reduce the Software to human-perceivable form or disable any functionality which limits the use of the Software. You may not modify, adapt, translate, rent or sublicense (including offering the Software to third parties on an applications service provider or time-sharing basis), assign, loan, resell, or distribute the Software, disk(s), or related materials or create derivative works based upon the Software or any part thereof. If your company is, or substantially all of its assets are, acquired by or merged into another company or sole proprietorship, please contact Intuit regarding transferring your license to the new company. You may not network the Software, except that you may network your company data file as outlined above and except to the extent you have purchased license(s) for the multi-user license version as referenced above. You may not copy or modify the Software in whole or part, or use trade secret information contained in the Software, to develop software to interface with the Software, except as permitted in license(s) you may have secured to the QuickBooks Software Development Kit.

The QuickBooks Simple Start version of QuickBooks may include a feature that allows users to connect to and use the online edition of QuickBooks ("Simple Start Online Edition"), a subscription service. Internet access is required to use this service. Your purchase of QuickBooks Simple Start entitles you to use the Simple Start Online Edition for one year at no cost. If you choose to use QuickBooks Simple Start, you may not use the Simple Start Online Edition. However, if you choose to use the Simple Start Online Edition, you can switch back to QuickBooks Simple Start any time after activating Simple Start Online Edition. You must choose to use QuickBooks Simple Start or Simple Start Online Edition; you may not use both products. If you use the Simple Start Online Edition, you understand and agree that you will comply with and be subject to the terms and conditions of the QuickBooks 2006 Software License Agreement. The offer to choose the Simple Start Online Edition described herein expires December 31, 2006.

Intuit may provide you with a mechanism to provide feedback, suggestions and ideas, if you choose, about its products and services ("Feedback"). You agree that Intuit may, in its sole discretion, use the Feedback you provide to Intuit in any way, including in future modifications of QuickBooks, multimedia works and/or advertising and promotional materials relating thereto. You hereby grant Intuit a perpetual, worldwide, fully transferable, non-revocable, royalty free license to use, modify, create derivative works from, distribute and display any information you provide to Intuit in the Feedback.

Termination; Sunset Policy. This Agreement may be terminated by Intuit immediately and without notice if you fail to comply with any term or condition of this Agreement. Upon such termination, you must immediately destroy all complete and partial copies of the Software, including all backup copies. This Software is subject to a QuickBooks sunset or discontinuation policy ("Sunset Policy") and Intuit reserves the right to discontinue all support for the Software, and/or for any features, services or content accessible through the Software in accordance with such Sunset Policy. From time to time, Intuit may change the terms and conditions of this Agreement or the Sunset Policy. Intuit will notify you of any such change. For the latest version of this Agreement or the Sunset Policy, go to www.quickbooks.com, or such other site designated by Intuit. Your continued use of the Software will indicate your agreement to the change.

Satisfaction Guaranteed. If you are not 100% satisfied with this Software, Intuit's entire liability and your exclusive remedy shall be either:

(a) if you purchased the Software through a reseller or directly from Intuit or other Intuit-authorized distribution channel, delete the Software from your computer(s) and (1) return the Software within sixty (60) days of purchase to the reseller where purchased with a dated receipt for a full refund. (If the reseller is unable to issue a refund, then you must return the Software with a dated receipt within sixty (60) days of purchase to Intuit Returns Department, PO Box 19004, Greenville, SC 29390-9004 for such refund); or (2) return the Software within sixty (60) days of purchase, with a dated receipt to Intuit Returns at the above address for replacement in the case of a defective disk. If the disk is defective and you would like a replacement disk while this version is still commercially available after sixty (60) days from date of purchase, you may obtain a replacement by sending your defective disk and a check for the applicable amount published by Intuit (currently twenty dollars ($20) per replacement), plus applicable taxes, to Intuit at the address listed above. (For all orders shipped within the U.S., please add all applicable shipping and handling charges, state and local sales tax as well as tax on shipping and handling based on your shipping address); or

(b) if the Software was pre-installed on your computer when you bought it, or if disks came packaged with your computer at no extra charge, and the Software is defective or was installed improperly, you may obtain replacement disks from the company that manufactured your computer, at its option, by sending your request stating the nature of the problem, plus a copy of your dated receipt for the computer on which the Software was installed, to the manufacturer of the computer; or

(c) if you purchased the Software by downloading it to your computer from Intuit or an Intuit-authorized site, and the Software did not install properly, contact Intuit or the Intuit- authorized site for a replacement copy.

DISCLAIMER OF WARRANTIES. EXCEPT AS PROVIDED ABOVE, THIS SOFTWARE AND ANY RELATED SERVICES OR CONTENT ACCESSIBLE THROUGH THE SOFTWARE ARE PROVIDED "AS-IS," AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, INTUIT DISCLAIMS ALL OTHER REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, REGARDING THIS SOFTWARE, DISKS, RELATED MATERIALS AND ANY SUCH SERVICES OR CONTENT, INCLUDING THEIR FITNESS FOR A PARTICULAR PURPOSE, SECURITY, THEIR MERCHANTABILITY, OR THEIR NONINFRINGEMENT.

INTUIT DOES NOT WARRANT THAT THE SOFTWARE OR ANY RELATED SERVICES OR CONTENT IS FREE FROM BUGS, VIRUSES, ERRORS, OR OTHER PROGRAM LIMITATIONS NOR DOES INTUIT WARRANT ACCESS TO THE INTERNET OR TO ANY OTHER SERVICE OR CONTENT OR DATA THROUGH THE SOFTWARE OR CONTINUED ACCESS TO THE TRIAL VERSION OF THE SOFTWARE OR TO THE DATA ENTERED INTO THE TRIAL VERSION OF THE SOFTWARE AFTER THE SPECIFIED PERIOD OF TIME FOR ALLOWED USE. SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. IN THAT EVENT, ANY IMPLIED WARRANTIES ARE LIMITED IN DURATION TO SIXTY (60) DAYS FROM THE DATE OF PURCHASE OF THE SOFTWARE. HOWEVER, SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY HAVE OTHER RIGHTS AS WELL, WHICH VARY FROM STATE TO STATE.

THIS PRODUCT AND ANY RELATED SERVICES OR CONTENT ARE DESIGNED TO OPERATE AND PROVIDE INFORMATION WITH THE UNDERSTANDING THAT INTUIT AND ITS REPRESENTATIVES (AS DEFINED BELOW) ARE NOT ENGAGED IN RENDERING LEGAL, ACCOUNTING OR OTHER PROFESSIONAL SERVICE. IF LEGAL ADVICE OR OTHER EXPERT ASSISTANCE IS REQUIRED, THE SERVICE OF A COMPETENT PROFESSIONAL SHOULD BE SOUGHT. INTUIT EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES THAT YOUR USE OF THE SOFTWARE WILL SATISFY ANY STATUTORY OR REGULATORY OBLIGATIONS, OR WILL ASSIST WITH, GUARANTEE OR OTHERWISE ENSURE COMPLIANCE WITH ANY APPLICABLE LAWS OR REGULATIONS, INCLUDING BUT NOT LIMITED TO THE HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT OF 1996 ("HIPAA"), THE GRAMM-LEACH-BLILEY ACT OF 1999, THE SARBANES-OXLEY ACT OF 2002, OR OTHER FEDERAL OR STATE STATUTES OR REGULATIONS. YOU ARE SOLELY RESPONSIBLE FOR ENSURING THAT YOUR USE OF THIS SOFTWARE, RELATED SERVICES OR CONTENT IS IN ACCORDANCE WITH APPLICABLE LAW. IT IS YOUR RESPONSIBILITY TO KEEP ABREAST OF CHANGES IN LAWS, REGULATIONS AND ACCOUNTING PRACTICES THAT AFFECT YOU AND YOUR BUSINESS.

LIMITATION OF LIABILITY AND DAMAGES. THE ENTIRE LIABILITY OF INTUIT AND ITS REPRESENTATIVES (AS DEFINED BELOW) FOR ANY REASON SHALL BE LIMITED TO THE AMOUNT PAID BY THE CUSTOMER FOR THE SOFTWARE AND, IF YOU HAVE A SUBSCRIPTION TO AN INTUIT PAYROLL SERVICE, UP TO THREE (3) MONTHS OF ANY INTUIT PAYROLL SERVICE UNLESS OTHERWISE SEPARATELY AGREED. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, INTUIT AND ITS SUBSIDIARIES, AFFILIATES, LICENSORS, PARTICIPATING FINANCIAL INSTITUTIONS, THIRD-PARTY CONTENT OR SERVICE PROVIDERS, DISTRIBUTORS, DEALERS OR SUPPLIERS ("REPRESENTATIVES") ARE NOT LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO: DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS OR INVESTMENT, OR THE LIKE), WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF INTUIT OR ITS REPRESENTATIVES 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. SOME STATES DO NOT ALLOW THE LIMITATION AND/OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN INTUIT AND YOU. INTUIT WOULD NOT BE ABLE TO HAVE PROVIDED THIS SOFTWARE OR SERVICES WITHOUT SUCH LIMITATIONS.

U.S. Government. The Software is a "commercial item," as that term is defined at 48 C.F.R. 2.101 (OCT 1995), consisting of "commercial computer software" and "commercial computer software documentation," as such terms are used in 48 C.F.R. 12.212 (SEPT 1995). Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4 (JUNE 1995), all U.S. Government End Users acquire the Software with only those rights set forth herein. Intuit Inc., P.O. Box 7850, Mountain View, CA 94039-7850.

Export Restrictions. You acknowledge and agree that the Software is subject to restrictions and controls imposed by the Export Administration Act of 1979, as amended, and the Export Administration Regulations thereunder ("the Acts"). You agree and certify that neither the Software nor any direct product thereof is being or will be used for any purpose prohibited by the Acts. You further agree and certify that neither the Software nor any direct product thereof will be exported to [i] the following countries which are currently subject to U.S. trade embargoes: Cuba, Iran, Libya, North Korea, Sudan and Syria or [ii] persons or entities on the U.S. "Denied Persons List", "Specially Designated Nationals List" and "Entities List".

General Provisions. This Agreement sets forth Intuit's and its Representatives' entire liability and your exclusive remedy with respect to the Software. You acknowledge that this Agreement is a complete statement of the agreement between you and Intuit with respect to the Software, and that there are no other prior or contemporaneous understandings, promises, representations, or descriptions with respect to the Software.

This Agreement shall govern any services or content related to the Software, unless such services or content are subject to a separate written agreement between you and Intuit or its Representatives. However, the limitations of liability and disclaimer of warranties in this Agreement shall apply to Intuit and its Representatives with respect to such content or services except to the extent provided otherwise in a separate written agreement approved by Intuit between you and Intuit or the applicable Representative(s).

This Agreement does not limit any rights that Intuit may have under trade secret, copyright, patent, trademark or other laws. The Representatives of Intuit are not authorized to make modifications to this Agreement, or to make any additional representations, commitments, or warranties binding on Intuit, other than in writing signed by an officer of Intuit. Accordingly, such additional statements are not binding on Intuit and you should not rely upon such statements. If any provision of this Agreement is invalid or unenforceable under applicable law, then it is, to that extent, deemed omitted and the remaining provisions will continue in full force and effect. The validity and performance of this Agreement shall be governed by California law (without reference to choice of law principles), except as to copyright patent and trademark matters, which are covered by federal laws. This Agreement is deemed entered into at Mountain View, California, and shall be construed as to its fair meaning and not strictly for or against either party.

Consumer Information and Privacy. For details about Intuit's privacy policies, please refer to the QuickBooks Privacy Statement contained either in the Software or on a website designated by Intuit. You agree to be bound by the applicable Intuit privacy policies.

Health Information and Privacy. If you intend to use the Software, related services and content in conjunction with the medical or health information of particular individuals, you acknowledge and agree that the Software, related services and content are not "HIPAA-ready" or "HIPAA-compliant" and will not assist with or ensure compliance with HIPAA, and that you are solely responsible for using the Software, related services and content in a manner consistent with all applicable federal and state privacy laws relating to medical or health information.

Additional terms for QuickBooks Payroll Service Standard, Enhanced, Enhanced for Accountants, Enhanced Plus and Enhanced Plus for Accountants. (Not applicable for Trial versions and Software versions that do not include the QuickBooks Payroll Service). You must have registered the Software, have Internet access and subscribe to QuickBooks Payroll Service (the "Service") before the Software can calculate your federal and state payroll taxes. You may subscribe to the Service through the Software by clicking on the appropriate Employee menu item from within the Software. The Service will begin after we receive and process all the information we request, including your credit card or bank account information. You must have a valid credit card or a valid debit card with a Visa or MasterCard logo ("Card") or sufficient funds in a U.S. checking or savings account to cover an electronic debit of the subscription fee to obtain the Service, except as described below. The information you provide must be accurate and complete. When you subscribe and provide payment information, your Card or bank account will be debited and will be automatically re-debited at the beginning of each subsequent one-year term of the Service ("Renewal Term") at the then current subscription rate to maintain the Service unless you notify us to cancel the Service prior to the beginning of the new one-year term. If, during a Renewal Term, the Service for your version of the Software is discontinued due to the Sunset Policy (identified above), Intuit shall refund to you the prorated amount of the subscription fee for the period of time you were unable to use the Service.

Services purchased at retail will begin after you activate the Service, which activation must be no later than ninety (90) days from purchase or January 31, 2007, whichever is earlier.

You must purchase a separate subscription for the Service for each registered copy of the Software. For the purposes of Service subscriptions, a QuickBooks Pro, QuickBooks Premier 5-pack, or an Enterprise Solutions Business Management Software user pack is considered a single registered copy of the Software. If you are using a QuickBooks Pro, QuickBooks Premier 5-pack, or one of the Enterprise Solutions Business Management Software packs, you will need only one related subscription to the Service.

We strongly recommend you connect to the Service to validate your subscription and receive the most current payroll tax updates at least once every forty-five (45) days. Failure to update within 45 days may result in inaccurate withholding from payroll and you hereby assume any and all liability resulting from any inaccurate withholding resulting from a failure to update. Also, as a safety measure, and due to the annual changes in payroll tax rates, if you are not a subscriber to the Service on February 15 of each year you will be unable to continue to process payroll using tax tables from the prior year. In the event this occurs, connect with the Service, bring your subscription account current if necessary, get the latest payroll updates, and you will again be able to process payroll. After you have successfully downloaded or received your first tax table update from the Service, no fees that you have agreed to pay will be refunded for any reason.

You will receive a one-time free update of the tax tables used to calculate payroll taxes. If you do not begin a subscription to the Service after receiving this update, you can continue to use the last payroll update you downloaded to the Software, but you bear all risk for any inaccuracies or penalties resulting from the use of outdated tax information. Also, as a safety measure, and due to the annual changes in payroll tax rates, if you are not a subscriber to the Service as of February 15th of the following year, you will be unable to continue to process payroll. In the event this occurs, connect with the Service, subscribe to the Service, get the latest payroll updates, and you will again be able to process payroll.

If and when you: (i) download the one-time free update of the tax tables; or (ii) subscribe to the Service and pay the appropriate subscription fee annually, Intuit grants you a limited non-exclusive license to use the tax tables, selected payroll tax forms, when available, and documentation ("Payroll Updates") within the United States. You may not use the Payroll Updates except with the Software. You may only use or install updates to the Service on the computer(s) used by individual(s) for whom you have purchased a license to the Software. Unless you have a valid subscription to QuickBooks Enhanced Payroll for Accountants or Enhanced Plus Payroll for Accountants, you may not use the Service to process payroll for any other person, company or legal entity. This subscription to the Service may be terminated by Intuit immediately and without notice if you fail to comply with any term or condition of this Agreement or if Intuit is unable to debit your Card in accordance with this Agreement. From time to time Intuit may change the terms or conditions of this Service, method of delivering or accessing the Service and/or the subscription fee. In this event you will receive notice of such change, typically via email or on www.quickbooks.com. For the latest version of the terms or conditions of this Service, go to www.payroll.com, or such other site designated by Intuit. The Service does not include access to the Internet for connecting to the Service, nor does it include furnishing advice of deductions. The Service does not include information regarding selected local and state taxes. The Service operates only with a compatible version of the Software; so from time to time you may need to install updates or upgrades (or allow Intuit to install them electronically) or purchase an upgrade version of the Software to continue using the Service. All users in a multi-user environment must be using licensed copies of the same version year of the Software.

The use by You of the Service, including but not limited to, Direct Deposit for the Service may be subject to your acceptance of separate agreements in addition to the terms of this Agreement. Application forms and information to subscribe to the Direct Deposit services are provided through the Software. You may sign up to use the Direct Deposit option only if you are an active subscriber to the Service.

YOU ASSUME FULL RESPONSIBILITY FOR THE USE OF THE SERVICE TO ACHIEVE YOUR INTENDED PURPOSES, FOR THE PROPER INSTALLATION AND USE OF THE SERVICE AND FOR VERIFYING THE RESULTS OBTAINED FROM USE OF THE SERVICE. INTUIT AND ITS SUPPLIERS DISCLAIM ANY WARRANTY THAT THE FUNCTIONS CONTAINED IN THE SERVICE WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE.

Your use of the Service indicates that you have read this Agreement and agree to its terms.

QuickBooks Assisted Payroll Service. (Not applicable for Trial versions and Software versions that do not include the QuickBooks Assisted Payroll Service and/or Direct Deposit Option). You must have registered the Software, have Internet access and subscribe to QuickBooks Assisted Payroll service before the Software can calculate your federal and state payroll taxes. Application forms and information to subscribe to QuickBooks Assisted Payroll service (which makes your federal and state payroll tax deposits, files your federal and state payroll tax forms, prepares and prints W-2 forms and includes tax table updates) are provided through the Software. If you purchased the Simple Start version of the Software, you may sign up to use the Direct Deposit option only if you are an active subscriber to the Service or QuickBooks Assisted Payroll service. Assisted Payroll operates only with a compatible version of the Software. From time to time you may need to install updates or upgrades (or allow Intuit to install them electronically) or purchase an upgrade version of the Software to continue using Assisted Payroll. All users in a multi-user environment must be using licensed copies of the same version year of the Software. Intuit grants you a limited non-exclusive license to use the tax tables, selected payroll tax forms, when available, and documentation within the United States. You may only use or install updates to Assisted Payroll on the computer(s) used by the individual(s) for whom you have purchased a license to the Software. This subscription to Assisted Payroll may be terminated by Intuit immediately and without notice if you fail to comply with any term or condition of this Agreement. From time to time Intuit may change the terms or conditions of Assisted Payroll, the method of delivering or accessing Assisted Payroll and/or the subscription fee. Assisted Payroll does not include furnishing payroll advice, information regarding local taxes and certain state taxes. Service availability and additional terms and conditions of Assisted Payroll are provided within the QuickBooks Assisted Payroll Services Agreement.

QuickBooks Employee Organizer. (Not applicable for Trial versions and Software versions that do not include the QuickBooks Employee Organizer). You must have registered the Software, have Internet access and separately completed purchase of the QuickBooks Employee Organizer ("Employee Organizer") before the Software is enabled for your use of the Employee Organizer. You may subscribe to the Employee Organizer through the Software by clicking on the appropriate Employee menu item from within the Software. The Employee Organizer will be enabled after we receive and process all the information we request, including your credit card or bank account information (if Intuit accepts this form of payment for the Employee Organizer). You must have a valid Card or sufficient funds in a U.S. checking or savings account (if Intuit accepts this form of payment for the Employee Organizer) to cover an electronic debit of the fee to purchase the Employee Organizer, except as described below. The information you provide must be accurate and complete. Your initial purchase of the Employee Organizer includes a one-year subscription to the Employee Organizer Employment Regulations Update Service including the "Ask An Employment Question" e-mail inquiry service provided through CCH Incorporated ("Regulations Guide"). When you purchase the Employee Organizer and provide payment information, your Card or bank account (if Intuit accepts this form of payment for the Employee Organizer and/or the Regulations Guide) will be debited and will be automatically re-debited at the beginning of each subsequent one-year term subscription to the Regulations Guide at the then current subscription rate to maintain the Regulations Guide unless you notify us to cancel the Regulations Guide prior to the beginning of the new one-year term. If you cancel your subscription to the Regulations Guide you bear all risk for any inaccuracies, liability or penalties resulting from your use of any outdated information. If and when you purchase the Employee Organizer and pay the appropriate subscription fee annually, Intuit grants you a limited non-exclusive license to use Regulations Guide within the United States. You may not use the Regulations Guide except with the Software. You may only use or install updates to the Regulations Guide on the computer(s) used by individual(s) for whom you have purchased a license to the Software. Your subscription to the Regulations Guide may be terminated by Intuit immediately and without notice if you fail to comply with any term or condition of this Agreement or if Intuit is unable to debit your Card or your bank account (if Intuit accepts this form of payment for the Employee Organizer and/or the Regulations Guide) in accordance with this Agreement. If you do not renew your subscription to Employee Organizer, and/or Regulations Guide, or cancel your subscription or are terminated from service, you will still be able to use Employee Organizer to access the data you have entered with respect to your employees on your currently installed version of the Software. However, if you install any subsequent updates to the Software, Employee Organizer shall be disabled and the data you have entered with respect to your employees will be rendered inaccessible. From time to time Intuit may change the terms or conditions of this Agreement relating to the Employee Organizer, the Regulations Guide, the method of delivering or accessing the Regulations Guide, and the fees for the Employee Organizer and/or the Regulations Guide. In this event you will receive notice of such change, typically via email or on www.quickbooks.com or such other site designated by Intuit. The Regulations Guide does not include access to the Internet, nor does it include furnishing of legal advice. The Employee Organizer and the Regulations Guide operate only with a compatible version of the Software; so from time to time you may need to install updates or upgrades (or allow Intuit to install them electronically) or purchase an upgrade version of the Software to continue using the service. All users in a multi-user environment must be using licensed copies of the same version of the Software. Your use of the Employee Organizer and/or the Regulations Guide indicates that you have read this Agreement and agree to its terms.

QuickBooks Enterprise Solutions Business Management Software. You must have registered the Software and have Internet access before the Software is enabled for your use of the QuickBooks Employee Organizer ("Employee Organizer"). Your initial purchase of the Software includes a one-year complimentary subscription to the Employee Organizer Employment Regulations Update Service including the "Ask An Employment Question" e-mail inquiry service provided through CCH Incorporated ("Regulations Guide"). At the end of the one-year complimentary subscription, you may subscribe to the Regulations Guide through the Software by clicking on the appropriate Employee menu item from within the Software. When you provide payment information, your Card or bank account (if Intuit accepts this form of payment for the Employee Organizer and/or the Regulations Guide) will be debited and will be automatically re-debited at the beginning of each subsequent one-year term subscription to the Regulations Guide at the then current subscription rate to maintain the Regulations Guide unless you notify us to cancel the Regulations Guide prior to the beginning of the new one-year term. If you cancel your subscription to the Regulations Guide you bear all risk for any inaccuracies, liability or penalties resulting from your use of any outdated information. If and when you pay the appropriate subscription fee annually, Intuit grants you a limited non-exclusive license to use Regulations Guide within the United States. You may not use the Regulations Guide except with the Software. You may only use or install updates to the Regulations Guide on the computer(s) used by individual(s) for whom you have purchased a license to the Software. Your subscription to the Regulations Guide may be terminated by Intuit immediately and without notice if you fail to comply with any term or condition of this Agreement or if Intuit is unable to debit your Card or your bank account (if Intuit accepts this form of payment for the Employee Organizer and/or the Regulations Guide) in accordance with this Agreement. If you do not renew your subscription to Employee Organizer, or cancel your subscription or are terminated from service, you will no longer be able to receive updates to Employee Organizer or the Regulations Guide. From time to time Intuit may change the terms or conditions of this Agreement relating to the Employee Organizer, the Regulations Guide, the method of delivering or accessing the Regulations Guide, and the fees for the Employee Organizer and/or the Regulations Guide. In this event you will receive notice of such change, typically via email or on www.quickbooks.com or such other site designated by Intuit. The Regulations Guide does not include access to the Internet, nor does it include furnishing of legal advice. The Employee Organizer and the Regulations Guide operate only with a compatible version of the Software; so from time to time you may need to install updates or upgrades (or allow Intuit to install them electronically) or purchase an upgrade version of the Software to continue using the service. All users in a multi-user environment must be using licensed copies of the same version of the Software. Your use of the Employee Organizer and/or the Regulations Guide indicates that you have read this Agreement and agree to its terms. After an initial complimentary period, a separate paid subscription may be required. Subscription information will be provided through the Software.

Intuit, the Intuit logo, QuickBooks, QuickBooks Pro, Quicken, TurboTax, ProSeries and Lacerte, among others, are registered trademarks and/or registered service marks of Intuit Inc. in the United States and other countries. Other parties' trademarks or service marks are the property of their respective owners and should be treated as such.

Copyright © 2005 Intuit Inc. All rights reserved.
Intuit Inc.
P. O. Box 7850
Mountain View, CA 94039-7850.

Supplemental Terms of Service for QuickBooks 2010 Software and Intuit Payroll

These terms supplement the terms of the Software License Agreement for QuickBooks® Software applicable to your licensed version and posted at: http://smallbusiness.intuit.com/small-business/legal/index.jsp (the "QB Desktop EULA").

Online Data Transfer (not applicable for Software and Trial versions that do not include access to the Online Data Transfer feature).

You may have the option to transfer your data files from the Software to Intuit's online servers (the "Online Data Transfer") in order to facilitate certain interoperability and data integration between the Software and certain supported ancillary Third Party Services you may sign up for and use in connection with the Software (the "Ancillary Services"), including but not limited to online 401(k) services or workers' compensation services. In order for you to select the Online Data Transfer option, you must (i) have registered select versions of the Software, (ii) have Internet access, and (iii) be an active subscriber to an Intuit QuickBooks Payroll Service. If you select the Online Data Transfer option, a copy of your company, employee and payroll data files will be transferred via the Internet to Intuit and hosted online on Intuit's servers (the "Transferred Files"). Your original data files will remain in the Software. If you are signed-up for any Ancillary Services that support Online Data Transfer, you will then have the option to have the Transferred Files sent to any of those supported Ancillary Services (a "Data Transfer"). If you authorize a Data Transfer for an Ancillary Service, you authorize Intuit to provide the Transferred Files to the third party provider of such Ancillary Service in order to provide the Ancillary Service to you. You agree and acknowledge that Intuit has no control over the Ancillary Services and some Ancillary Services may make changes to their websites and systems with or without notice to us that may affect overall performance of the Online Data Transfer feature and prevent or delay Data Transfers to such Ancillary Services. Intuit does not have any liability whatsoever for any actions or inactions on the part of the Ancillary Services resulting in your inability to use the Online Data Transfer feature or otherwise use the Ancillary Services in connection with the Software.

You acknowledge that the data contained in the Transferred Files is provided on a one-time basis to the Ancillary Service each time you authorize a Data Transfer, and such data is not automatically updated or refreshed. Therefore, if there are subsequent changes to your data files in the Software, you will need to process a subsequent Data Transfer in order to provide the Ancillary Service with the updated data. In addition, please be advised that if you choose to make any updates to your data directly with the Ancillary Service and not through the Online Data Transfer feature, those updates will not automatically be transferred back into your data files in the Software, and therefore, you would need to then manually update your data files in the Software as necessary. If you are no longer signed-up for an Ancillary Service, you will no longer be able to process Data Transfers to that Ancillary Service. If you wish to cancel the Data Transfer feature with respect to a particular Ancillary Service, please contact our support team for assistance. Additional cancellation terms may apply depending on the particular Ancillary Service you have signed up for.

In conjunction with Intuit's operation and hosting of the Online Data Transfer feature, you grant Intuit the right and license to (i) host and maintain the Transferred Files online, (ii) use the Transferred Files to provide the Software and Payroll Service to you, (iii) provide the Transferred Files to third party providers of Ancillary Services authorized by you, and (iv) reformat and manipulate the Transferred Files as reasonably necessary to perform the actions described in (i) through (iii). You also grant Intuit permission to aggregate any previous and/or future non-personally identifiable account data contained in the Transferred Files with that of other users of the Software. You permit Intuit to use that aggregated, anonymous data to understand how our products and services are used, improve our products and services, help us develop new products and services, issue promotions, and provide ways for you to compare business practices with other users.

June, 2010