PILOT QUICKBOOKS BUSINESS AFFILIATE PROGRAM MEMBER AGREEMENT
(“Member Agreement”)
Updated November 2024
This QuickBooks Business Affiliate Program Member Agreement (the “Agreement”) contains the terms and conditions for the Program (“Program”) of Intuit Australia Pty Limited (“Intuit”).
BY CHECKING THE BOX IN THE REGISTRATION PROCESS, YOU (“YOU,” THE "MEMBER") AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. PLEASE READ THIS ENTIRE AGREEMENT CAREFULLY BEFORE ACCEPTING ITS TERMS.
Terms and Conditions
1. PROGRAM DESCRIPTION. Program is designed to allow and empower users of Intuit Services to promote the Intuit Services to new customers. Members may only be eligible to receive Revenue Share in the Program from customer or client subscriptions of Intuit Services purchased in Australia.
1.1 Eligibility. Program is not open to: (1) employees of Intuit or its parent/subsidiaries, agents, or affiliates immediate families (spouse, parents, children, siblings and their respective spouses) and individuals living in the same household as such employees; (2) vendors of Intuit who assist in administration of the Program; (3) the immediate family members of any such employee or vendor immediate families (spouse, parents, children, siblings and their respective spouses) and individuals living in the same household as such employees); (4) any employee whose employer's guidelines or regulations do not allow entry in the Program or acceptance of Program points and rewards; (5) any officer or employee of a government or any department, agency, or instrumentality thereof, or of a public international organization, or any person acting in an official capacity for or on behalf of any such government or department, agency, or instrumentality, or for or on behalf of any such public international organization, or institution in any jurisdiction; or (6) any person or entity (including any beneficiaries, owners, affiliated and/or associated parties) that is (a) listed on any sanctions lists in the countries where Program is available, (b) doing business in any of the United States embargoed countries or Russia, or(c) planning to use the Intuit Services for a military end use as defined in s112B of the Customs Act 1901 in Australia and 15 C.F.R § 744 in the United States. 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 shall not be entitled to any program benefits.
1.2 To be eligible to receive Revenue Share, you must also be a legal resident of Australia aged eighteen (18) or older at the time of making the referral; and
a. Be an existing QuickBooks customer with a bookkeeping or accounting practice based in Australia;
b. Be invited to join the offer and formally opt-in to the Program by entering this Agreement; and
c. Refer at least 1 new small business customer to a paid QuickBooks Online subscription during the Offer Period with the new customer set up to pay Intuit directly for their subscription fees. The subscription types that qualify for the offer are: QuickBooks Online Simple Start, QuickBooks Online Essentials, QuickBooks Online Plus and QuickBooks Online Advanced. QuickBooks Ledger subscriptions will not be eligible for Referral Fees.
Further details are set out in paragraph 2 of Exhibit A.
1.3 Program Participation. Each Member agrees to comply with all the terms of this Agreement, including any Exhibit; and as applicable to each Member, the Terms of Service (“TOS”) which are incorporated into this Agreement by reference, the “Documentation”).
1.4 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. CONDUCT OF BUSINESS; RIGHT TO INSPECT; AUTHORIZATION.
2.1 Conduct of Business. Member agrees:
2.1.1 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;
2.1.2 To conduct business and promote Intuit Services in full compliance with all applicable laws and regulations and any professional standards, codes of conduct or other ethical guidelines that apply to Member;
2.1.3 To conduct business and promote Intuit Services in full compliance with all agreements you may have with Intuit;
2.1.4 To not engage in deceptive, misleading or unethical practices;
2.1.5 To not make any statements, representations, warranties, or guarantees that are inconsistent with this Agreement;
2.1.6 To provide support and services of the highest quality and integrity; and
2.1.7 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, libelous, obscene, or otherwise potentially damaging to the reputation of Intuit or the goodwill associated with Intuit.
2.2 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. Members shall cooperate fully and shall provide Intuit immediate access to all requested materials in order to allow Intuit to exercise its right to inspect.
2.3 Authorization. Member hereby authorizes Intuit and third parties authorized 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.
3. TERM AND TERMINATION.
3.1 Term. This Agreement shall be effective upon Member’s acceptance as indicated by Member click of the “ACCEPT” button (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.
3.2 Termination.
3.2.1 Intuit may terminate this Agreement for cause 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; (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.; (iv) it comes to Intuit’s attention that the Member has behaved in an unethical or dishonest way in connection with the Program; 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.
3.2.2 Either party may terminate this Agreement without cause upon notification to the other. Termination shall be effective thirty (30) days following notification by either party.
3.3 Effect of Termination. Upon expiration or termination of this Agreement, regardless of the reason: (i) all privileges and benefits of the Program will be immediately revoked and no Referral Fee will be payable to Member for the period after the date of termination; (ii) Member shall immediately cease use of all Intuit trademarks, trade names, copyrights and any Program material provided to Member by Intuit; (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 under this Agreement will immediately and automatically terminate; and (v) Member will immediately discontinue representing that Member is a Program participant.
4. INDEMNIFICATION; DISCLAIMERS; LIMITATIONS OF LIABILITY.
4.1 Indemnification. Member agrees that Intuit shall have no liability to Member or any of Member’s clients or customers and that Member shall indemnify, defend and hold Intuit 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 Member’s 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 Member. In the event Intuit seeks indemnification from Member under this Section 5, Intuit will immediately notify Member 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 claim or proceeding with legal counsel of its choice. If Intuit undertakes its own defense, any settlement of such claim or proceeding requiring payment from Member shall be subject to Member’s prior written approval. 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 Member 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.
4.2 Disclaimers. Intuit makes no representation or warranties of any kind with respect to the Program and any services provided to Member are “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.
4.3 Limitations 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 member. 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 amounts paid by Intuit under this agreement or one hundred ($100) dollars.
5. TRADEMARKS, TRADE NAMES AND COPYRIGHTS.
5.1 Member acknowledges that Intuit owns and retains all intellectual property rights in the Intuit Marks and materials, 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 in them. 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 (i) attach any additional trademarks, logos, trade designations, or other legends to any Intuit Services without the prior written consent of Intuit, or (ii) 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 No Inappropriate Content. Except as set forth herein, Intuit reserves the right to object to any uses or misuses of its trademarks that it deems, 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. 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 Member’s 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. GENERAL.
6.1 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.
6.2 Confidentiality. You agree to keep all information about the Program, such as its existence and its terms, as well as your participation in it strictly confidential. Additionally, Intuit may from time to time provide Member with confidential information including, but not limited to, Program Materials. Member acknowledges that such confidential information is the property and a confidential trade secret of Intuit. Member 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. Member agrees 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 Member without any limitation on use or disclosure prior to its receipt from Intuit; (d) independently developed by Member; or (e) generally made available to third parties by Intuit without restriction on disclosure. Member may not disassemble, reverse-engineer, or decompile any software that is provided to Member 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.
6.3 Assignment. Member 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.
6.4 Notices. 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:
Kieren Hutchings, (Kieren_Hutchings@Intuit.com), Intuit Australia Pty Limited, 1 O’Connell S, Sydney NSW 2000.
6.5 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.
6.6 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.
6.7 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.
6.8 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.
6.9 Governing Law and Jurisdiction. The validity, interpretation, and performance of this Agreement shall be controlled by and construed under the laws 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 Sydney, New South Wales.
6.10 Independent Relationship. Nothing contained herein shall be deemed or construed as creating a joint venture or partnership between Intuit and Member. Neither Intuit nor Member is authorized, 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.
6.11 No Endorsement. Member acknowledges that Intuit makes no claim on Member’s behalf as to the quality of the products or services Member offers.
6.12 Force Majeure. Neither party hereto shall be liable for the failure to perform any of its obligations under this Agreement, with the exception of Member’s payment obligations, 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.
6.13 Compliance Regarding Anti-Corruption / Anti-Bribery and Global Trade Laws. In conformity with the Criminal Code Act 1995 (Cth) in Australia and the United States Foreign Corrupt Practices Act (“FCPA”), the Organization for Economic Cooperation and Development (“OECD”), and other applicable laws prohibiting bribery, money laundering, and other corrupt practices and behavior, 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 maintain true, accurate, and complete books and records with respect to all payments made to or for the benefit of third parties in connection with this Agreement or that relate in any way to the goods or services provided in connection with this Agreement. In the event Intuit receives, at any time during the term of this Agreement and for three years (3) thereafter, any information causing concern that Member may have failed to comply with any provision of this section, Intuit or its designee shall have the right to audit Member's financial and other books and records relating to its activities and performance under this Agreement. 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 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.
6.14 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.
Exhibit A
Program details and Revenue Share terms
1. Offer Period
a. The Offer commences 9.00am AEST on Monday 25 November 2024 and ends 11.59pm AEST on Sunday, 18 May 2025 (Offer Period).
b. There is no limit to the total number of referrals that eligible Members can make during the Offer Period.
2. Revenue Share, invoicing and payment
c. All Revenue Share payments will be paid to eligible Members on a quarterly basis with payments made in February, May, August and November for 12 months from the date a new customer is referred during the Offer Period. All such Revenue Share Payment will be made to you in Australian dollars via direct deposit to the bank account added by you upon enrollment in the Revenue Share Program.
d. The Revenue Share amount will be calculated as 50% of total value of subscription fees for eligible products as listed in 1.2 paid by a referred new customer in each calendar month in the preceding quarter up to a total of 12 months. The amount of Revenue Share payable will exclude the GST component of the subscription fees paid and also any additional spending by the referred customer for other products and services for e.g. payroll fees will not count towards the Revenue Share amount.
e. Revenue Share will not be paid if a referred customer’s subscription is or becomes in arrears at any time during a quarter, for any reason.
f. If a referred customer cancels their QuickBooks Online subscription purchased within the first 12 months, the Revenue Share will only be payable on subscription fees paid for the billing period prior to the date of cancellation.
g. Revenue Share is only payable in respect of the first 12 months of subscription fees paid by a new customer referred under this Program. From month 13 onwards, Intuit will no longer pay Revenue Share to the Member in respect of the referred customer.
h. Intuit will report all Revenue Share amounts to the Member on a monthly basis and will also issue a quarterly notice of the total amount of Revenue Share payable for that quarter to the Member.
i. Member must issue Intuit an invoice within 7 days of receiving the quarterly notice for the amount of Revenue Share payable to it as set out on the quarterly notice.
3. Responsibility for all taxes, fees, costs
Member acknowledges and agrees that it is responsible for all tax liabilities, fees and costs payable in respect of the Revenue Share amount received under this Program and Intuit will have no liability to the Member for any such expenses.
