QUICKBOOKS GO PROGRAM MEMBER AGREEMENT AUSTRALIA
(“Member Agreement”)
Current as at April 2024
This QuickBooks Go Program Member Agreement (the “Agreement”) sets out the terms and conditions for this Program (“Program”) of Intuit Australia Pty Limited., for itself and on behalf of its related bodies corporate (as defined in s9 Corporations Act 2001 (Cth)) (“Intuit”).
BY CHECKING THE BOX IN THE REGISTRATION PROCESS, YOU (“YOU” AND/OR THE "MEMBER") AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. PLEASE READ THIS ENTIRE AGREEMENT CAREFULLY BEFORE ACCEPTING ITS TERMS.
Recitals
A. Intuit is a leading provider of accounting and financial management software and service solutions for small and mid-sized businesses, consumers and accounting professionals.
B. From time to time, individuals can promote QuickBooks Self-Employed, QuickBooks Online Simple Start, Essentials, Plus and Advanced, as well as QuickBooks Payroll, powered by Employment Hero, QuickBooks Tax powered by LodgeiT and (collectively and individually, “Intuit Services” referenced in Exhibit A) as a member of the QuickBooks Go Program (“QuickBooks Go Member” or “Member” or “Members”)) to prospective new customers of Intuit.
C. Intuit desires to reward the Program Member and such Member wishes to receive such rewards from Intuit when prospective new customers purchase a subscription to the Intuit Services.
Intuit and Member hereby agree to the terms and conditions of this Agreement.
Terms and Conditions
1. PROGRAM DESCRIPTION. Program is designed to allow and empower users of Intuit Services to promote Intuit Services to new customers. Intuit’s Global Privacy Statement and any other applicable terms made available to Members for the Program such as the use of brand guidelines, eligibility and Program requirements, etc. are incorporated here by reference. This Program is open to legal residents of Australia and who are 18 years of age or older.
1.1 Eligibility. Program is not open to: (1) employees of Intuit or its parent/subsidiaries, agents, or affiliates; (2) vendors of Intuit who assist in administration of the Program; (3) the immediate family members of any such employee or vendor; (4) any employee whose employer's guidelines or regulations do not allow entry in the Program or acceptance of Program points and rewards; (5) those who are not current members Intuit’s ProAdvisor Program, who are of good standing and are in compliance with the ProAdvisor Program Terms & Conditions (6) a government or public international organisation officer or employee, or acting in an official capacity for or on behalf of any such government or organisation in any jurisdiction; or (7) any person or entity (including any beneficiaries, owners, affiliated and/or associated parties) (a) listed on any sanctions lists in the countries where Program is available, (b) doing business in any of the US embargoed countries or Russia, and (c) national armed services members (army, navy, air force, or coast guard), as well as the national guard and national police, government intelligence or reconnaissance organisations. This Program is not open to individuals residing outside of Australia. This Program is void outside Australia and where otherwise prohibited or restricted by law. Any individuals attempting to participate in the Program from outside of Australia will be subject to account termination and will not be entitled to any program benefits.
2. PROGRAM PARTICIPATION.
2.1 Program Participation. Each Member agrees to comply with all the terms of this Agreement, the Participation and Rewards Details (“Exhibit A”), the Intuit Trademark Restrictions (“Exhibit B”); and the Terms of Service (“TOS”) for each of the Intuit Services (the Exhibits, Brand Guidelines and TOS are hereby incorporated into this Agreement by reference and, collectively the “Documentation”). Under no circumstances may Member or end users acquire any ownership rights in Intuit Services.
2.2 Modification. At any time and in Intuit's sole discretion, Intuit may modify any of the terms and conditions contained in this Agreement, by posting a revised or new agreement. If any modification is unacceptable to Member, Member's only recourse is to terminate this Agreement. Member's continued participation in the Program following Intuit's posting of a revised or new agreement will constitute binding acceptance of the modification.
2.3 Data Processing and Privacy. You acknowledge that Intuit will process your personal information as described in Intuit’s Global Privacy Statement when you participate in this Program or use the Intuit Services. As a Member you further agree to maintain data privacy standards that are at least as restrictive and protective as Intuit’s Global Privacy Statement. Any violation of our Privacy Statement or any unauthorized access, misuse, or collection of any client or customer personal information shall be considered a material breach of this Agreement.
2.4 Publicity. You acknowledge and agree that Intuit and anyone Intuit may designate, has the irrevocable right to use in perpetuity my name, company or firm fame, city of residence, video, photographs of me, and any content generated by me (or anything based on content generated by me) either alone or accompanied by other material, with or without attribution, in any manner and in any media throughout the world, for the purpose of advertising, promoting and publicising Intuit and or its Services or the Program without providing you with any prior notice or compensation. This provision survives the expiry or termination of this Agreement.
2.5 Third Party Services. Certain services and products provided by third parties, and not by Intuit, are made available in connection with the marketing and distribution of the Intuit Services or made available as part of the Program and/or Influitive platform ("Third Party Services"). You agree that Intuit may share your personal information with third parties as necessary or desirable for the Program and to fulfil its obligations to you under the Program. This includes Reachdesk Ltd incorporated in England and Wales with company no. 11735697, (https://reachdesk.com, Reachdesk, Floor 1, Room 01-102, WeWork, 33 Great Queen St, London, United Kingdom, WC2B 5AA), who Intuit will engage to provide rewards to you in accordance with this Agreement. You are responsible for reviewing, understanding and complying with the terms and conditions governing any Third Party Services, such as Reachdesk’s, and your use of any Third Party Services indicates your acceptance of such terms and conditions. You agree that Intuit is not responsible for the performance of third parties in connection with the Third Party Services, and to indemnify Intuit for third-party claims relating to your use thereof.
3. APPROPRIATE CONDUCT; RIGHT TO INSPECT; AUTHORIZATION.
3.1 Appropriate Conduct. As a Member, you agree:
- To conduct business and promote Intuit Services in a manner which reflects favorably at all times on the products, services, goodwill and reputation of Intuit;
- To conduct business and promote Intuit Services in full compliance with all applicable laws and regulations;
- To conduct business and promote Intuit Services in full compliance with all agreements you may have with Intuit;
- Not engage in deceptive, misleading or unethical practices;
- Not to make any statements, representations, warranties, or guarantees that are inconsistent with this Agreement;
- To provide support and services of the highest quality and integrity;
- Not share with any third party another user’s personally identifiable information (i.e., name, address, email, phone number, etc.) for any reason;
- Not create, post, use or display any materials or content in a manner that is defamatory, misleading, libelous, obscene, profane, indecent, pornographic, abusive, harassing, threatening, misleading, derogatory, racist, discriminatory, illegal or otherwise potentially damaging to the reputation of Intuit or Intuit Services or the goodwill associated with Intuit or Intuit Services;
- Violate the terms of any social platform or application upon which you post material;
- Not create, post, use or display content that infringes in any manner on the copyright, trademark or intellectual property rights of any person or entity, or that contain any confidential or proprietary information of any person or entity, or that otherwise violate the legal rights of any person or entity;
- Not provide or attempt to provide accounting or tax advice in violation of any state, local or federal law, certification or state-based professional licensing requirements; and
- Not attempt to reverse engineer features or services made available through the Program, in whole or in part, or knowingly permit anyone else to do so.
Intuit may terminate your participation in the Program without notice and at any time for failure to maintain appropriate conduct.
3.2 To use best efforts to resolve any complaints or disputes with end users regarding Member’s services under the Program in a fair and timely manner. Member agrees not to use or display any materials or content on Member’s Web site(s) in a manner that is defamatory, misleading, libellous, obscene or otherwise potentially damaging to the reputation of Intuit or the goodwill associated with Intuit.
3.3 Right to Inspect. Intuit shall have the right to inspect Member’s provision of support and services under this Agreement, and all Program-related material in order to ensure Member’s full compliance with the terms and conditions of this Agreement. Member shall cooperate fully and shall provide Intuit immediate access to all requested materials in order to allow Intuit to exercise its right to inspect.
3.4 Authorization. Member hereby authorises Intuit and third parties authorised by Intuit to disclose and/or publish information regarding Member’s name, address and other contact information, expertise profile, and business profile in printed and/or electronic forms in any medium.
4. TERM AND TERMINATION.
4.1 Term. This Agreement shall be effective upon Member’s checking the box in the registration process (the “Effective Date”), and shall remain in effect for so long as Member is in full compliance with the terms of the Agreement, until terminated as provided herein.
4.2 Termination.
4.2.1 Intuit reserves the right, in its discretion, to (a) cancel, terminate, modify or suspend this Program and these terms and conditions, for any reason, at any time and without any liability, (b) limit or restrict participation in the Program; and/or (c ) if Intuit in its sole discretion believes it is required to do so by law (for example, where a provision of the Program to you becomes unlawful), upon notice.
4.2.2 Intuit may terminate this Agreement with Member and your participation in the Program and access to the Program immediately and in its sole discretion without further notice in the event that: (i) Member fails to perform any of Member’s obligations under this Agreement and/or supporting Documentation or is unable to comply with the provisions of this Agreement; (ii) Intuit, in its sole discretion, determines that Member is using the Program for another purpose or for a purpose that conflicts with the goals of the Program; (iii) Member misrepresents itself and/or its affiliation with Intuit and/or the Intuit Services such as by name, logo, keyword search terms, etc.; or (iv) any conduct or proposed conduct of Member exposes or threatens to expose Intuit to any liability or obligation, including any obligation under federal, state or local law.
4.2.3 Either party may terminate this Agreement upon notification to the other. Termination shall be effective thirty (30) days following notification by either party.
4.3 Effect of Termination. Upon expiration or termination of this Agreement, regardless of the reason therefor: (i) all privileges and benefits of the Program (including points earned) will be immediately revoked; (ii) Member shall immediately cease use of all Intuit trademarks, image, logo, trade name, copyrights and any Program material provided to Member by Intuit (collectively Intuit Marks); (iii) Member shall promptly return to Intuit all Intuit confidential information or certify in writing that it has destroyed such information; (iv) all rights and licenses granted to you under this Agreement will immediately and automatically terminate; and (v) Member will immediately discontinue representing that Member is a Program participant. You acknowledge and agree that Intuit may immediately deactivate or delete your account and all related information and files in your account and/or prohibit any further access to all files and the Program by you. Further, you agree that Intuit will not be liable to you or any third party for any termination of your access to the Program.
5. INDEMNIFICATION; DISCLAIMERS; LIMITATIONS OF LIABILITY.
5.1 Indemnification. Member agrees that Intuit shall have no liability to you or any of your clients or customers and that you shall indemnify, defend and hold Intuit and it affiliates and each of their employees, officers, directors, and agents harmless from any expenses, damages, costs or losses (including reasonable attorney's fees) resulting from any suit or proceeding based upon a claim arising (i) by reason of your performance or non-performance under this Agreement; (ii) a breach of any representation, warranty, or obligation made by Member contained in the terms of this Agreement, and/or (iii) for any personal injury, product liability, or other claim arising from the promotion Intuit Services by you. In the event Intuit seeks indemnification from you under this Agreement, Intuit will promptly notify you in writing of any claim or proceeding brought against it for which it seeks indemnification under this Agreement. Intuit reserves the right, at its option, to assume full control of the defense of such claims or proceedings with legal counsel of its choice. If Intuit undertakes its own defence, any settlement of such claim or proceeding requiring payment from you shall be subject to your prior written approval (which shall not be unreasonably withheld). Member agrees to reimburse Intuit upon demand for any expenses reasonably incurred by Intuit in defending such claim, including, without limitation, attorney's fees and costs, as well as any judgment or settlement of the claim or proceeding. In no event may you enter into any third party agreements which would in any manner whatsoever affect the rights of, or bind Intuit in any manner without the prior written consent of Intuit.
5.2 DISCLAIMERS. INTUIT MAKES NO REPRESENTATION OR WARRANTIES OF ANY KIND WITH RESPECT TO THE INTUIT PROGRAM AND ANY SERVICES ARE PROVIDED TO MEMBER AND ITS CUSTOMERS “AS IS.” EXCEPT AS PROVIDED IN THE SOFTWARE TERMS OF SERVICE, INTUIT HEREBY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, AS TO THE PROGRAM, PRODUCTS OR SERVICES PROVIDED BY INTUIT, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. EXCEPT AS PROVIDED IN THE INTUIT PRODUCT AGREEMENT(S), INTUIT SHALL NOT BE LIABLE FOR ANY DAMAGE, LOSS, COST OR EXPENSE FOR BREACH OF ANY WARRANTY.
5.3 LIMITATION OF LIABILITY. TO THE FULLEST EXTENT ALLOWED BY LAW, INTUIT SHALL NOT BE LIABLE UNDER ANY CIRCUMSTANCES FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL OR EXEMPLARY DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS AGREEMENT, THE PROGRAM OR THE PRODUCTS, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOST PROFITS, LOSS OF USE, LOST DATA OR ANY DAMAGES OR SUMS PAID BY MEMBER TO THIRD PARTIES, EVEN IF INTUIT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY WHETHER SUCH CLAIM IS BASED UPON BREACH OF CONTRACT, WARRANTY OR ANY STATUTORY DUTY, NEGLIGENCE OR OTHER TORT, PRINCIPLES OF INDEMNITY OR CONTRIBUTION, THE FAILURE OF ANY LIMITED OR EXCLUSIVE REMEDY TO ACHIEVE ITS ESSENTIAL PURPOSE, OR OTHERWISE. SINCE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CONSEQUENTIAL DAMAGES, THIS LIMITATION MAY NOT APPLY TO MEMBERS. INTUIT’S TOTAL LIABILITY FOR ALL DAMAGES, ALLEGED DAMAGES, AND LOSSES HEREUNDER, (WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE) SHALL NOT EXCEED THE LESSER OF THE AMOUNTS PAID BY INTUIT UNDER THIS AGREEMENT OR FIVE HUNDRED DOLLARS (US$500).
6. TRADEMARKS, TRADE NAMES AND COPYRIGHTS.
Member agrees to carefully follow the requirements set forth herein and Exhibit B in order to ensure that all advertising, marketing, promotional, web and trade show materials conform to the following restrictions so that customers are not confused as to the relationship between Member and Intuit and receive a clear and consistent marketing message about Intuit Services.
6.1 Member acknowledges that Intuit owns and retains all intellectual property rights in all Intuit all trademarks, image, logo, trade name, copyrights and any Program material provided to Member, as well as in all Intuit Services, and agrees that it will not at any time during or after this Agreement assert or claim any interest in or do anything that may adversely affect the validity or enforceability of any trademark, image, logo, trade name, trade secret, copyright or patent belonging to or licensed by Intuit (including, without limitation, any act, or assistance to any act, which may infringe or lead to the infringement of any copyright in Intuit Services) or attempt to grant any right therein. As part of such obligation, Member agrees that it will not adopt, use or register any mark, logo, trade name, company name, domain name, screen name or other source indicator which might be reasonably understood to refer to any Intuit Services, including any mark, logo, trade name or the like containing the words, acronyms or prefixes “intui”, “intuit”, “tuit”, “quick”, “quickbooks”, “qb”, Member further agrees not to attach any additional trademarks, logos, trade designations or other legends to any Intuit Services without the prior written consent of Intuit. Member further agrees not to affix any Intuit trademark, logo or trade name to any non- Intuit Services. Any use of Intuit’s Marks or other Intuit-owned names and logos as part of Member’s own source identifiers, or in a way that might create confusion with the Intuit Marks or Intuit- owned names, is prohibited.
6.2 Upon expiration or termination of this Agreement, Member will immediately cease all display, advertising and use of the Intuit name or the names of any Intuit Services and will not thereafter use, advertise or display any name, mark or logo which is, or any part of which is, similar to or confusing with any such Intuit Marks, Intuit materials and other Intuit-owned designations associated with any Intuit Services.
6.3 Intuit reserves the right to object to any uses or misuses of its trademarks that it deems, in its sole discretion, to be inappropriate or to constitute a violation of applicable law. In the event that Intuit finds any such improper use or misuse to be intentional, Intuit shall have the right to take any and all appropriate action up to and including termination of your participation in the Program. Member agrees to reasonably cooperate without charge in Intuit's efforts to protect its intellectual property rights, and will make any modifications or alterations to any of its content that contains or makes reference to Intuit Marks or an Intuit name, upon request. Member agrees to notify Intuit immediately in writing of any breach of Intuit's intellectual property rights that comes to Member’s attention.
6.4 Correctly Promote Your Participation in the Program. Upon your participation into the Program, Intuit encourages you to inform your current and prospective clients/customers of your membership in the Program, in accordance with the Agreement. You can convey this information in your advertising, promotional materials, detailed brochures, sales materials and Websites (“Approved Materials”), but you agree to only do this in a way that does not lead customers to believe that you are somehow an Intuit representative or employee, or that you are somehow “Officially Endorsed by”, “Certified by”, “Authorized by”, or formally “Partnered” with QuickBooks beyond the Member designations indicated under this Agreement.
Do not use the term “QuickBooks Ambassador,” “QuickBooks Partner,” “QuickBooks Go” or any other description other than one of the following statements in your Approved Materials:
“Member: QuickBooks® Go Program”
“Member of the QuickBooks® Go Program”
”QuickBooks® Go Program Member”
6.5 No Inappropriate Content. Except as set forth herein, Intuit, in its sole judgment, to be obscene, violent or otherwise in poor taste or unlawful, or for the purpose of encouraging unlawful activities, or otherwise misusing or bringing into dispute or disrepute the Intuit Marks, names or logos or Intuit Services or services.
7. GENERAL.
7.1 Member in Good Standing. Members shall at all times during the term of the Agreement meet the criteria listed in the Agreement (or determined from time to time at Intuit’s sole discretion) or be subject to removal from the program upon the sole discretion of Intuit.
7.2 Confidentiality. Intuit may from time to time provide you either orally, in writing, electronically, or in some other format that includes but is not limited to the terms and conditions of this Agreement, Program Materials and any other marketing and business plan information that is marked “proprietary” or “confidential” or which the other party knows, has reason to know or should know is considered proprietary or confidential information whether or not it is marked or designated by such party as “proprietary” or “confidential” at the time of disclosure. You acknowledge that such confidential information is the property and a confidential trade secret of Intuit. You shall not reveal, disclose or distribute such confidential information in any form to employees, except on a need to know basis, nor to any third party, except to the extent specifically permitted by Intuit. You agree to take all reasonable precautions to prevent unauthorized disclosure and use of such confidential information. This obligation of confidentiality does not apply to information which is (a) rightfully in the public domain other than by a breach of a duty to Intuit; (b) rightfully received from a third party without any obligation of confidentiality; (c) rightfully known to you without any limitation on use or disclosure prior to its receipt from Intuit; (d) independently developed by you; or (e) generally made available to third parties by Intuit without restriction on disclosure. You may not disassemble, reverse-engineer, or decompile any software that is provided to you by Intuit. Member agrees to return to Intuit immediately upon Intuit’s written request any confidential information Member has received in writing or other tangible form. Member acknowledges that the unauthorized disclosure or use of Intuit confidential information will cause irreparable harm to Intuit, and that accordingly, Member agrees that Intuit will have the right to seek and obtain injunctive relief in addition to any other rights and remedies to prevent any such unauthorized use or disclosure.
7.3 Assignment. Members may not sell, transfer or assign this Agreement, in whole or in part, or any of the rights hereunder, unless Member obtains the prior written consent of Intuit.
7.4 Notices and Electronic Communications. Unless otherwise stated, all notices required under this Agreement shall be in writing and shall be considered given (i) immediately when sent by email, or (ii) upon delivery when sent certified mail, return receipt requested, or via a commercial overnight carrier, fees prepaid. All communications to Intuit must be sent to the persons and addresses indicated in the membership platform and copy to:
Intuit Australia Pty Limited
Level 34, 1 il preferences provided to QuickBooks for eg. you may still be opted in to receive emails in relation to the Intuit Services you use or other marketing communications that are not related to the QuickBooks Go Program Program. You can unsubscribe to these at any time in your QuickBooks Account.
7.5 Survival. The provisions of this Agreement which, by their terms, require or contemplate performance by the parties after expiration or termination, or which reasonably ought to be understood to so require or contemplate, shall be enforceable notwithstanding any expiration or termination.
7.6 Entire Agreement. This Agreement constitutes the entire agreement between Member and Intuit with regard to the subject matter hereof. The terms and conditions of this Agreement shall supersede any previous agreements between the parties with respect to the subject matter hereof, and any terms and conditions printed or written on any purchase order issued by Member.
7.7 Non-Waiver. No waiver of any condition or covenant contained in this Agreement or failure to exercise a right or remedy of Intuit or Member shall imply or constitute a waiver by the waiving party of the same or any other condition, covenant, right or remedy contained herein.
7.8 Severability. If a court of competent jurisdiction declares any provision of this Agreement invalid or unenforceable, the remaining provisions of this Agreement shall remain in full force and effect.
7.9 Governing Law and Jurisdiction. The validity, interpretation, and performance of this Agreement shall be controlled by and construed under the laws of the State of New South Wales, Australia, with the exception of its choice or conflicts of law provisions. Both parties agree to submit to the exclusive jurisdiction of the courts located in New South Wales, Australia.
7.10 Independent Relationship. Nothing contained in this Agreement may be deemed or construed as creating a joint venture or partnership between Intuit and Member. Neither Intuit nor Member is authorised, by virtue of this Agreement, as an agent or other representative of the other, or to make any commitments or representations of any kind on behalf of the other.
7.11 No Endorsement. Member acknowledges that Intuit makes no claim on Member’s behalf as to the quality of the products or services Member offers.
7.12 Force Majeure. Neither party hereto shall be liable for the failure to perform any of its obligations under this Agreement, if such failure is caused by the occurrence of any event beyond the reasonable control of such party, including without limitation fire, flood, strikes and other industrial disturbances, failure of transport, accidents, wars, riots, insurrections, or acts of God.
7.13 Compliance with Laws. Member agrees, represents, and warrants that it and its agents, subcontractors, and employees shall comply with all applicable federal, state, county, and local laws, ordinances, regulations and codes in the performance of the Agreement, including the procurement of permits and certificates and the submission of reports and filings. Member also agrees to indemnify and hold harmless Intuit from and against all claims that may be sustained by Intuit from Member's failure to comply with such laws, ordinances, and the like.
7.14 Review by Legal Counsel. Each party has had the opportunity to review this Agreement with the assistance of legal counsel. Any rule of construction construed in the Agreement against the drafting party shall not apply.
7.15 No Export. Member shall not export directly or indirectly any Intuit Services outside Australia.
7.16 Compliance Regarding Anti-Corruption / Anti-Bribery and Global Trade Laws. In conformity with Divisions 141 and 142 of the Criminal Code Act 1995 (Cth), the Organization for Economic Cooperation and Development (“OECD”), and other applicable laws prohibiting bribery, money laundering, and other corrupt practices and behaviour, Member shall not directly or indirectly offer, give, pay, promise to pay, receive, or authorize the payment of any bribes, kickbacks, influence payments, or other unlawful or improper inducements to any person in whatever form (including without limitation, gifts, travel, entertainment, contributions, or anything else of value). Member shall take (and cause third parties to take) all measures, actions and steps in order to ensure that no transactions or interactions with any persons (natural or entities) included in lists maintained by Australia and the United States, or other applicable jurisdictions prohibiting transactions with and the export of US products to certain entities, people and jurisdictions including Russia, Cuba, Iran, North Korea, Syria and the Crimea, Donetsk (“DNR”), and Luhansk (“LNR”) regions of the Ukraine.
