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INTUIT TERMS OF SERVICE FOR QUICKBOOKS

SECTION A TERMS

Introduction and Overview

Thank you for choosing Intuit QuickBooks online services (the “Services”) offered by Intuit Canada ULC and/or its subsidiaries and affiliates (referred to as “Intuit”, “we”, “our”, or “us”). We provide a platform (the “Platform”) that encompasses (1) the Services; and (2) installable software (including desktop and mobile applications), any accompanying documentation, and any updates to such software or documentation (collectively, “Software”). Review these Terms of Service (“Agreement”) thoroughly. This Agreement is a legal agreement between you and Intuit. By clicking “I Agree,” indicating acceptance electronically, or by, installing, accessing or using the Platform, you agree to this Agreement. If you do not agree to this Agreement, then you may not use the Platform.

The provisions in Section A apply to the Platform generally and are separate from the provisions in Section B, which include additional provisions for your use of specific Services or Software. Each subsection of Section A begins with an italicized annotation that is intended to help you navigate the Agreement. The annotations do not completely summarize the Agreement, though, and you should read each section carefully and in full.

If this Agreement is being entered into by a company or other legal entity, you represent that you have the authority to enter this Agreement to bind such entity and its affiliates to these terms and conditions as its authorized representative, in which case the terms “you” or “your” will refer to such entity and its affiliates as well as you. If the legal entity that you represent does not agree with these terms and conditions, you must not accept this Agreement, register, nor use or access the Platform as an authorized representative.

1. Agreement to these Terms

You need to agree to these terms to use our Platform. By using the Platform, you are instructing us to use your data in accordance with these terms. This data may include credit information and other information we obtain from third parties. For information on how Intuit processes your personal information see the Intuit Global Privacy Statement, which is incorporated herein by reference.

To access and/or use the Platform, you acknowledge and agree:

● To the terms and conditions of this Agreement, which includes:

o The current version of the terms set out in Sections A and B; and

o Any additional provisions and conditions provided separately to you for your use of the Platform, which may include terms and conditions from third parties.

● You are at least the age of majority in your jurisdiction of residence to use our Platform;

● You can form a binding contract with Intuit;

● You are not a person who is prohibited from receiving the Platform under the laws of Canada or any other applicable jurisdiction; and

● You will comply with this Agreement and all applicable local, provincial, territorial, national, and international laws, rules, and regulations, including applicable trade regulations.

2. Your Personal Information

We want to be transparent about how we use personal information and about your rights in the Intuit Global Privacy Statement. You should only provide us with personal information of others if you have received permission to do so.

You can view the Intuit Global Privacy Statement provided with the Platform and on the website for the Platform. Intuit may, as part of the Platform, use, maintain, transfer or otherwise process, your personal information in accordance with the Intuit Global Privacy Statement, and with applicable law, including the Personal Information Protection and Electronic Documents Act (PIPEDA) or relevant Provincial Data Protection statutes/regulations. This means that Intuit may use your personal information to improve the Platform or to design promotions and to develop new products or Platform. Intuit is a global company and may access or store personal information in multiple countries, including countries outside of your own country to the extent permitted by applicable law.

To the extent we allow you to input personal information (as the term is defined under applicable law) about individuals other than yourself, you represent and warrant that you have complied with all applicable laws and received the proper authority or consent to allow us to collect and process such information to operate our business, to (a) use or disclose the data in accordance with the Intuit Global Privacy Statement, (b) move the data outside of the country of residence of such owner of the personal data, if applicable, (c) provide the data to Third Party Products (defined below) that you approve, and (d) otherwise use and disclose the data in accordance with this Agreement. You acknowledge and agree that Intuit may provide data in your account to any Additional Users (defined in Section B) to which that data is applicable or personal.

To help the government fight the funding of terrorism and money laundering activities, Federal law requires us to obtain, verify, and record information that identifies each person and entity who opens an account. What this means for you: When you open an account, we will ask for your name, address, date of birth, and other information that will allow us to identify you and the entity you represent. We may also ask to see your driver’s license or other identifying documents.

3. Changes

This Section does not apply to you if you are a Quebec Consumer; please refer to Section 24.

Change happens. When it does happen, we will update this Agreement. If the changes are material, you may need to accept the changes to use the Platform. Similarly, there may be circumstances where we need to update or discontinue the Platform.

We reserve the right to modify this Agreement in whole or any part, in our sole discretion, at any time, and the modifications will be effective when posted through the Platform or on our website for the Services or when we notify you by other means. It is important that you review this Agreement whenever we modify it because your continued use of the Platform indicates your agreement to the modifications.

In some cases or where otherwise required by law, you may need to accept changes to this Agreement to continue using the Platform. If you do not agree to the changes, you may stop using the Platform or terminate your account.

We have the right, in our sole discretion, to revise, update, or otherwise modify, suspend or discontinue the Platform or alter your access to the Platform; and for material changes, to the extent reasonably possible, we will provide you with reasonable notice either posted on the website hosting the Platform or to the Administrator’s (as defined below) email address. Note that we may modify the amount of storage space you have through the Platform and the number of times (and the maximum duration for which) you may access the Platform in a given period of time. In the event we need to maintain the security of the system or comply with any laws or regulations, we reserve the right to modify the Platform immediately, and to provide the Administrator with electronic or written notice within thirty (30) days after any material modifications. You may reject any changes to the Platform by discontinuing use of the Platform to which such changes relate. Your continued use of the Platform will constitute your acceptance of and agreement to such changes.

4. Your Rights to Use the Platform

You can use our Platform for your own personal and lawful use or as otherwise permitted under this Agreement.

Subject to your compliance with this Agreement, you may access and use the Platform for your own internal, lawful and non-commercial purposes only.

5. Trial Versions and Beta Features

We may provide you with access to beta features in the Platform. You are free to use them, but they are provided as-is.

We may include new and/or updated pre-release and trial features as part of the Platform and such features are provided as-is. Your use of such features is at no additional cost but you must follow additional rules or restrictions that we may place on their use.

6. Account

You will provide accurate, up-to-date account information and securely manage such information.

You may need to sign up for an account to use the Platform. We will need to verify your identity and you authorize us to collect information (e.g., date of birth, address) from you to do so (collectively, with all information requested to enable your account, “Account Information”). You will provide accurate, up-to-date Account Information, and we disclaim any liability arising from your failure to do so. Such failure may further limit your ability to use the Platform and affect the Platform’s accuracy and effectiveness.

You are responsible for securely managing your password(s) for the Platform and you will contact Intuit if you become aware of any unauthorized access to your account. You will notify us immediately if you believe that your Account Information or device you use to access the Platform has been lost or stolen or that someone is using your account without your permission.

7. Payment and Taxes

Some Services may be free, others may have costs associated. For those with costs, we may charge your payment method for fees or on a subscription basis. You may cancel your subscription at any time (but you may not receive a refund).

We may require payment of fees or a subscription charge for use of the Platform (or certain portions of the Platform) and you agree to pay such fees or subscription charge. If you registered for a trial, you may need to purchase a subscription to the Platform before the trial ends in order to retain access to any Content (defined below) provided to, or created through, the Platform.

For Services offered on a payment or subscription basis, the following terms apply, unless Intuit notifies you otherwise in writing.

Payments will be billed to you in Canadian dollars or other currencies which may be made available (plus any and all applicable taxes, including without limitation GST, HST and PST, as applicable) 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.

If your payment and registration information is not accurate, current, and complete, or a chargeback is processed on your account, we may suspend or terminate your account immediately, without notice, and refuse any use of the Platform. If you do not notify us of updates to your payment method, we may participate in programs supported by your card provider to try to update your payment information, and you authorize us to continue billing your account with the updated information that we obtain.

Services are provided on a monthly or yearly subscription basis to the User (defined below) that pays for the Services. As the Administrator (defined below), you may choose whether you or another User pays for the subscription. Please review all of the details of the subscription that you purchase; some subscriptions provide access to one Service and others provide access to more than one Service.

You may be charged a subscription fee in advance on an annual basis or other recurring interval disclosed to you prior to your purchase. Intuit will automatically renew your subscriptions at the then-current rates, unless the subscription is cancelled or terminated under this Agreement. Intuit may change the price for recurring subscription fees from time to time with notice to you. If you do not agree with the price change, you may unsubscribe prior to the price change going into effect. Your payment to Intuit will automatically renew at the end of the applicable subscription period but you can cancel a subscription at any time. Subscription cancellations will take effect the day after the last day of the current subscription period. If you cancel in the middle of a subscription period, you will be able to continue to access and use the applicable Service until the end of your subscription period. We do not provide refunds or credits for any cancellations or partial subscription period.

In the event that Intuit is unable to charge a User's chosen payment method in accordance with this Agreement, we may terminate this Agreement and access to the Platform immediately, without notice. If you stop using the Platform or the applicable Services, Intuit has fulfilled your subscription term. After your access to the Platform is terminated, you may no longer have access to any of the data or Content in the Platform. We suggest you retain your own copies of any Content that you may need as Intuit is not responsible for providing you with access to your Content or the Platform after any cancellation or termination of this Agreement. Additional cancellation or renewal terms may be provided to you on the website for the Services.

8. Use with Mobile Device

Desktop and mobile versions of our Platform may be available for download but you must follow applicable third-party terms when using them.

The Platform may be available through one or more apps for a compatible desktop computer or mobile device. You agree that you are solely responsible for any applicable changes, updates and fees as well as complying with the provisions of your agreement with your telecommunications provider and any third-party mobile app marketplace.

With respect to the applicable Software, you are only granted limited rights to install and use the Software you have downloaded, signed up for or for which you have purchased a license or acquired a free trial. Intuit reserves all other rights in the applicable Software not granted to you in writing in this Agreement. Conditioned upon your compliance with the terms and conditions of this Agreement (including all payment obligations), Intuit grants you a personal, limited, nonexclusive, nontransferable, revocable license to use the applicable Software only for the period of use provided in the ordering and activation terms (as applicable), as set forth in this Agreement or in Intuit’s then-current product discontinuation policies (as updated from time to time) and only for the purposes described by Intuit for the applicable Software.

You acknowledge and agree that such Software is licensed, not sold.

You may make a single copy of the Software for backup purposes, provided that you reproduce on it all copyright and other proprietary notices that are on the original copy of the Software. You will not delete or in any manner alter the copyright, trademark and other proprietary rights notices or markings appearing on the Software as delivered to you.

9. Other Products and Services

You may have access to professional advice and third-party products. Any such advice and products are not covered under this Agreement. We may provide you with the opportunity to transfer data to or from a third-party product subject to certain limitations.

9.1. Third Party Products and Advice. By using the Platform, you agree that we may market to you or offer you access to products or services from third parties (“Third Party Products”). If you decide to use or access any Third Party Products, you agree that you are solely responsible for your relationship with the provider of the product. Intuit is not affiliated with Third Party Products and does not endorse or recommend any Third Party Products. Except as prohibited by law, you agree that the providers of the Third Party Products, and not Intuit, are solely responsible for their own actions or inactions, and Intuit is not liable for any damages, claims or liabilities arising out of or related to any Third Party Products. You agree that you will (a) review and comply with all Third Party Product terms and conditions, and (b) not use the Third Party Product in any manner that would infringe or violate the rights of Intuit or any other party or in furtherance of criminal, fraudulent or other unlawful activity.

From time to time, we may offer specific functionality in the Platform that provides you with the opportunity to seek professional advice, for example, the ability to speak with a tax expert. Unless specifically disclosed, Intuit is not in the business of providing legal, financial, accounting, tax, health care, insurance, real estate or other professional service or advice, and you should consult with professionals for advice prior to making important decisions in these areas.

9.2. Data Transfer Service.

(a) We may provide you with the opportunity to transfer your data and Content from the Platform to certain supported online Third Party Products or other online Intuit services (the “Ancillary Services”) that you sign up for or use in connection with the Platform (the “Data Transfer Service”). You may need to be an active subscriber of the Third Party Product or Ancillary Services to use the Data Transfer Service. In order to access a Third Party Product or an Ancillary Service on your behalf to provide the Data Transfer Service, you may need to provide us with your account number, password, security questions and answers, and any other necessary log in information from time to time (“Login Details”). We will maintain your Login Details in encrypted form, and will only use them in connection with the Data Transfer Service or otherwise at your direction. You hereby represent that you have the authority to provide the Login Details to Intuit and you expressly appoint Intuit as your, or the third party who owns the Login Details’, agent with limited power of attorney to access any Third Party Products or Ancillary Services on your behalf. With respect to each Data Transfer Service, you grant Intuit the right to transfer data to the Third Party Product or Ancillary Service, and to reformat and manipulate the data as reasonably necessary for the data to function with such product or service. After the transfer occurs, the original data and Content will remain in the Platform unless we disclose to you otherwise.

(b) You agree that you will (i) review and comply with all Third Party Product or Ancillary Service terms and conditions before you access the Data Transfer Service, and (ii) not use the Data Transfer Service in any manner that would infringe or violate the rights of Intuit or any other party, or in furtherance of criminal, fraudulent or other unlawful activity. Depending on the Third Party Product or Ancillary Service you choose, you further agree and acknowledge that your data, including your personal information, may be transferred through the Data Transfer Service to another country where security and privacy controls may not be adequate for data protection. We do not guarantee that you will be able to use the Data Transfer Service with any specific products or services. You will only have access to the Data Transfer Service during the period for which you have paid for a subscription. Third Party Products may make changes to their websites, with or without notice to us, that may prevent or delay the overall performance of the Data Transfer Service.

9.3. Data Receipt Service.

(a) We may provide you with the opportunity to transfer certain data from a Third Party Product or an Ancillary Service to the Platform (the “Data Receipt Service”). You may need to be an active subscriber of the Third Party Product or Ancillary Services to use the Data Receipt Service. In order to access a Third Party Product or an Ancillary Service on your behalf, you may need to provide us with your Login Details. We will maintain your Login Details in encrypted form, and will only use them in connection with the Data Receipt Service or otherwise at your direction. You hereby represent that you have the authority to provide the Login Details to Intuit and you expressly appoint Intuit as your, or the third party who owns the Login Details’, agent with limited power of attorney to access any Third Party Products or Ancillary Services and retrieve data on your behalf. With respect to each Data Receipt Service, you grant Intuit the right to transfer data to the Platform, and to reformat and manipulate your data as reasonably necessary for the data to function with the Platform. After the transfer occurs, your original data and Content may not remain in the Third Party Product or the Ancillary Services; please review the terms of those products and services to confirm.

(b) You agree that you will (i) review and comply with all Third Party Product and Ancillary Service terms and conditions before you access the Data Receipt Service to ensure that you are permitted to provide us with your Login Details, the consequences of providing your Login Details to us, as well as the liability that may result from the disclosure of Login Details to us, and (ii) not use the Data Receipt Service in any manner that would infringe or violate the rights of Intuit or any other party, or in furtherance of criminal, fraudulent or other unlawful activity. In the event that any Third Party Product charges for access to data, you agree that you are responsible for any fees due and owing. You agree that the providers of the Third Party Products, and not Intuit, are solely responsible for their own actions or inactions. Intuit is not liable for any damages, claims or liabilities arising out of or related to any Third Party Products.

(c) We do not guarantee that you will be able to use the Data Receipt Service with any specific products or services. You will only have access to the Data Receipt Service during the period for which you have paid for a subscription. Third Party Products may make changes to their websites, with or without notice to us, that may prevent or delay aggregation of data or the overall performance of the Data Receipt Service. Your most recent data from a Third Party Product or Ancillary Service may not always be available in the Platform. Any data obtained through the Data Receipt Service will be made available in the Platform and will be subject to the terms and conditions of this Agreement, including the Intuit Global Privacy Statement.

9.4. Third Party Code. The Platform uses PDF Tron technology (“Third Party Code”), which is subject to the following additional license terms. You agree that you (a) will use the Third Party Code only as an integral component of the Platform; (b) will not use the Third Party Code for development, compilation, debugging and similar design-time purposes; (c) will not reverse-compile or decompile, analyze, reverse-engineer, reverse-assemble or disassemble, unlock or otherwise attempt to discover the source code or underlying algorithms of the Third Party Code or attempt to do any of the foregoing in relation to the object code of the Third Party Code; and (iv) will not modify, adapt, translate or create any derivative works of the Third Party Code or merge the Third Party Code into any other software.

9.5. Service Providers. We may use third parties in the operation of our Platform or to perform any of our obligations in this Agreement (each a “Service Provider”). In order for our Service Providers to be able to provide you with certain aspects of the Platform, we may share a limited amount of your data or Content with such Service Provider. Our agreements with Service Providers outline the appropriate use and handling of this information and prohibit the Service Provider from using any of your information for purposes unrelated to the Platform.

10. Content and Data

What’s yours remains yours, what’s ours remains ours, but we may use information you provide to improve our Platform.

You are solely responsible for anything you write, submit, receive, share and store or any data you input into the Platform (collectively, your “Content”). Content includes, but is not limited to, data, information, materials, text, graphics, images, audio, video that are uploaded, transmitted, posted, generated, stored, or otherwise made available through the Platform. You have no obligation to provide any content to the Platform, and you’re free to choose the content that you want to provide. You acknowledge certain functionality in the Platform may be dependent on the provision of Content and may not be available without such Content.

Your Content remains yours, which means that you retain any intellectual property rights that you have in your Content. By sharing your Content in connection with the Platform, you hereby grant Intuit a license to use your Content, as described in more detail below.

10.1 What's covered

This license covers your Content to the extent your Content is protected by intellectual property rights.

10.2 Scope

This license is:

● Worldwide, which means it’s valid anywhere in the world;

● Non-exclusive, which means you can license your Content to others; and

● Royalty-free, which means there are no fees for this license.

10.3 Rights

This license allows Intuit to:

● Host, reproduce, distribute, communicate, sublicense and use your Content — for example, to save your Content on our systems and make it accessible from anywhere you go;

● Publish or publicly display your Content, if you’ve made it visible to others; and

● Modify and create derivative works based on your Content, such as reformatting or translating it.

10.4 Purpose

This license is for the limited purpose of:

Operating, providing and improving the Platform, which means allowing the Platform to work as designed and creating new features and functionalities.

10.5 Duration

This license lasts for as long as your Content is protected by intellectual property rights.

Intuit may collect, derive or generate deidentified and/or aggregated data regarding your usage of or the performance of the Platform, including data derived from your Content. Intuit will own all such data and may use this data without restriction, including, but not limited to, operating, analyzing, improving, or marketing Intuit’s products and services, including the Platform.

As between you and Intuit, Intuit and its licensors retain all right, title or interest in and to the Platform, except for the rights granted to you.

You may have the opportunity to share your data, Content, or ways in which you aggregate data (“Account Content”) with other users of the Platform, other Intuit customers, and other third parties. When sharing any Account Content, you agree not to share any confidential information. If you have the option of accessing another user’s Account Content, you understand and agree that the Account Content is being provided by that user, and not Intuit, for information and guidance purposes only, and Intuit and such user are not responsible in any way for your use of the Account Content.

11. Prohibited Uses

We expect you to obey the law and follow certain rules in using the Platform.

Intuit does not condone or support any activity that is illegal, violates the rights of others, harms or damages Intuit’s reputation, or could cause Intuit to be liable to a third party. At minimum, you may not use the Platform to:

● Violate any law, regulation, executive order or ordinance, including through actions that give rise to criminal, civil, administrative or regulatory liability and/or fines;

● Post or share Content or engage in activities that are or may be illegal or inappropriate, including fraudulent, defamatory, obscene, pornographic, profane, threatening, abusive, hateful, harassing, offensive or objectionable information or communications of any kind, including without limitation that which is excessively violent, incites or threatens violence, encourages “flaming” others or may result in criminal or civil liability under any local, provincial, federal or foreign law;

● Post or share any Content that you do not own or have the right to use without permission from the owners thereof;

● Transmit any virus, trojan horse, or other disruptive or harmful software or data;

● Send any unsolicited or unauthorized advertising, such as spam;

● Impersonate someone else, falsely represent your identity or qualifications, or engage in activities that may constitute a breach of any individual’s privacy; is illegally unfair or deceptive, or creates a safety or health risk to an individual or the public;

● Misrepresent your affiliation with Intuit;

● Reproduce, modify, copy, sell, resell, trade, lease, license, or provide free or unauthorized access to the Platform, give any part of the Platform to any third party or make the Platform available on any file-sharing, virtual desktop or application hosting service;

● Attempt to reverse engineer, decompile or disassemble in any way the Platform, including any Software;

● Engage in unauthorized access, monitoring, interference with, or use of the Platform or third party accounts, information (including personal information), computers, systems or networks, including scraping or downloading content that doesn’t belong to you;

● Use the Platform for general archiving or back-up purposes;

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

● Encourage or enable any other individual to do any of the above or otherwise violate this Agreement.

We take copyright seriously at Intuit. We respect the copyrights of others and expect you to do the same. If you repeatedly infringe the copyrights of others, we may terminate your account.

Intuit may terminate your use of the Platform based on our reasonable suspicion that your activities, business or products are objectionable or promote, support or engage in any of the prohibited uses described above.

Intuit may, but has no obligation to, monitor access to or use of the Platform or Content or to review or edit any Content, including, without limitation, for the purpose of operating the Platform, to ensure compliance with this Agreement, and to comply with applicable law or other legal requirements. We may disclose any information necessary to satisfy our legal obligations, protect Intuit or its customers, or operate the Platform properly. Intuit, in its sole discretion, may refuse to post, remove, or refuse to remove, or disable any Content, in whole or in part, that is alleged to be, or that we consider to be unacceptable, undesirable, inappropriate, or in violation of this Agreement.

12. Community Forums; Feedback

You may be able to communicate with others through our Platform but please be respectful. Suggestions you provide for improving our Platform may be used freely by us.

The Platform may include community forums or other social features to enable you to exchange Content and information with other users of the Platform and the public. Intuit does not support and is not responsible for the Content in these community forums. 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.

You may provide Intuit your feedback, suggestions, or ideas for the Platform. You grant Intuit a perpetual, worldwide, fully transferable, sublicensable, irrevocable, fully paid-up, royalty free license to use your feedback, suggestions, and ideas in any way, including in future modifications of the Platform, other products or services, advertising or marketing materials.

13. Termination

Intuit may suspend or terminate your use of the Platform and may terminate this Agreement for certain reasons.

Intuit may, in its sole discretion and without notice, restrict, deny, terminate this Agreement or suspend the Platform, related or other services, effective immediately, in whole or in part: if we determine that your use of the Platform violates the Agreement, is improper or substantially exceeds or differs from normal use by other users, raises suspicion of fraud, misuse, security concern, illegal activity or unauthorized access issues; to protect the integrity or availability of the Platform or systems and comply with applicable Intuit policy; if you no longer agree to receive electronic communications; or if your use of the Platform conflicts with Intuit’s interests or those of another user of the Platform.

In addition to the foregoing, Intuit may terminate this Agreement immediately if: (i) you become insolvent, or are generally unable to pay your debts as they become due, or you make an assignment for the benefit of your creditors or seek relief under any bankruptcy, insolvency, or debtor’s relief law; (ii) you file a voluntary petition in bankruptcy or proceedings are commenced against you under any bankruptcy, insolvency, or debtor relief law; (iii) a receiver is appointed for you or your material assets; (iv) you are liquidated or dissolved or cease operations; or (v) we receive notice of your bankruptcy, insolvency or similar arrangement.

14. Effect of Termination

You must stop using the Platform once your subscription expires or you cancel your account (or if this Agreement or your account is terminated), unless you are Quebec Consumer, in which case this Section does not apply to you.

Upon expiration of your subscription or cancellation of your account, or Intuit’s termination of your account or this Agreement, you must immediately stop using the Platform and pay all fees for Services used. No expiration or termination will affect your obligation to pay all fees due or that may have accrued through the effective date of expiration or termination or entitle you to any refund. Except for consumers in Quebec, Intuit may terminate a free account at any time. If you are a Quebec Consumer refer to Section 24.

15. Survival

There are a few parts of this Agreement that will continue to apply after termination.

The following Sections will survive any termination, discontinuation or cancellation of the Platform, your account or this Agreement: “Your Personal Information,” “Payments and Taxes” (with respect to fees due and unpaid), “Content and Data,” “Community Forms; Feedback,” “Effect of Termination,” “Disclaimers,” “Limitations of Liability,” “Indemnification,” “Disputes,” “General,” “Contact Information,” and “Province Specific Terms” (to the extent such terms modify terms in one of the sections referenced in this paragraph for Quebec Consumers), as well as any other provisions that express survive such termination, discontinuation or cancellation.

16. Intuit Communications

We may contact you from time to time to support your use of the Platform.

In order to properly support and serve you, we occasionally need to reach out and contact you, and may do so in a variety of ways such as via text message, email or messaging functionality in the Platform. We want to provide you with options for receiving communications from us, and as such you may opt-in or opt-out of receiving certain types of communications from us or sign up to receive certain kinds of messages from us, depending on the Service. You will need to notify us of any changes to your contact details to ensure your preferences are updated.

17. Disclaimers

We don’t make any warranties about the Platform except as expressly stated in this Agreement.

IF YOU ARE A QUEBEC CONSUMER, THIS PROVISION IS NOT APPLICABLE TO YOU; PLEASE REFER TO SECTION 24.

YOUR USE OF THE PLATFORM, SOFTWARE, AND CONTENT IS ENTIRELY AT YOUR OWN RISK. EXCEPT AS DESCRIBED IN THIS AGREEMENT, THE PLATFORM IS PROVIDED "AS IS." TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, INTUIT, ITS AFFILIATES, AND ITS AND THEIR THIRD PARTY PROVIDERS, LICENSORS, DISTRIBUTORS AND SUPPLIERS (COLLECTIVELY “SUPPLIERS”) DISCLAIM ALL WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OR CONDITION THAT THE PLATFORM IS FIT FOR A PARTICULAR PURPOSE, OR OF TITLE, MERCHANTABILITY, DATA LOSS, NON-INTERFERENCE WITH OR NON-INFRINGEMENT OR NO MISAPPROPRIATION OF ANY INTELLECTUAL PROPERTY RIGHTS, OR OF THE ACCURACY, RELIABILITY, OR QUALITY OF CONTENT IN OR LINKED TO THE PLATFORM. INTUIT AND ITS AFFILIATES AND SUPPLIERS DO NOT WARRANT THAT THE PLATFORM IS SECURE OR FREE FROM BUGS, VIRUSES, INTERRUPTION, ERRORS, THEFT, OR DESTRUCTION. IF THE EXCLUSIONS FOR IMPLIED WARRANTIES OR CONDITIONS DO NOT APPLY TO YOU, ANY IMPLIED WARRANTIES OR CONDITIONS ARE LIMITED TO 60 DAYS FROM THE DATE OF PURCHASE OR DELIVERY OF ACCESS TO THE PLATFORM, WHICHEVER IS SOONER. SOME PROVINCES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR CONDITIONS, 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 PROVINCE TO PROVINCE.

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

INTUIT DOES NOT REPRESENT THAT THE PLATFORM AND/OR CONTENT WITHIN THE PLATFORM IS APPROPRIATE OR AVAILABLE FOR USE IN ALL JURISDICTIONS OR COUNTRIES. INTUIT PROHIBITS ACCESSING CONTENT FROM WITHIN COUNTRIES OR STATES WHERE SUCH CONTENT IS ILLEGAL. YOU ARE RESPONSIBLE FOR COMPLIANCE WITH ALL APPLICABLE LAWS PERTAINING TO YOUR USE AND ACCESS TO THE PLATFORM IN YOUR JURISDICTION.

WITHOUT LIMITING THE FOREGOING, INTUIT DOES NOT GIVE PROFESSIONAL ADVICE. UNLESS SPECIFICALLY INCLUDED WITH THE PLATFORM, INTUIT IS NOT IN THE BUSINESS OF PROVIDING LEGAL, FINANCIAL, ACCOUNTING, TAX, HEALTH CARE, REAL ESTATE OR OTHER PROFESSIONAL SERVICES OR ADVICE. CONSULT THE SERVICES OF A COMPETENT PROFESSIONAL WHEN YOU NEED THIS TYPE OF ASSISTANCE.

18. Limitation of Liability

Our liability is limited when it comes to issues you may encounter with our Platform.

IF YOU ARE A QUEBEC CONSUMER, THIS PROVISION IS NOT APPLICABLE TO YOU; PLEASE REFER TO SECTION 24.

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, EXEMPLARY, 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 SUPPLIERS AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO THE PLATFORM AND ITS USE.

19. Indemnification

If someone sues us because you used the Platform unlawfully or didn’t follow our rules, you will be responsible for any harm to us.

You agree to indemnify and hold Intuit, its affiliates and Suppliers harmless from any and all losses, damages, judgments, fines, costs and expenses (including legal fees) in connection with any claims arising out of or relating to your unlawful or unauthorized use of the Platform or violation 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.

20. Disputes

In the event we are unable to resolve any dispute through an informal dialogue, a third-party arbitrator will help us resolve any disputes we might have, and any disputes will be resolved on an individual basis rather than as a class action, unless you are a Quebec Consumer.

If you are a Quebec Consumer, this provision is not applicable to you; please refer to Section 24.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, all disputes, controversies or claims in connection with this Agreement or breach thereof, shall be determined by arbitration administered by ICDR Canada in accordance with its Canadian Arbitration Rules. The number of arbitrators shall be one, the place of arbitration shall be the City of Toronto, Ontario, Canada and the language of the arbitration shall be English. The award by the arbitrator shall be final and binding on the parties and the arbitration process shall be confidential. Each party will be responsible for its own costs of arbitration. Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be brought in the parties’ individual capacity and not as a plaintiff or class member in any purported class or representative proceeding. This Section shall survive expiration, termination or rescission of this Agreement.

21. Language

The English-language version of this Agreement controls unless you are a Quebec Consumer.

If you are a Quebec Consumer, this provision is not applicable to you; please refer to Section 24.

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.

22. General

22.1 Governing Law

The laws of the Province of Ontario govern this Agreement and any disputes that may arise, unless you are a Quebec Consumer.

If you are a Quebec Consumer, this provision is not applicable to you; please refer to Section 24. The Province of Ontario and the federal laws of Canada govern this Agreement without regard to its conflicts of laws provisions. You agree to the exclusive jurisdiction of the Province of Ontario and the Courts of the Province of Ontario. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

22.2 Export and Trade Restrictions

You are allowed to use the Platform under the laws of Canada and other applicable territories. The Platform shall not be exported to countries that are embargoed by the Canadian government.

You acknowledge that the Platform, including the mobile application, and the underlying software is subject to restrictions and controls imposed by the Export and Import Permits Act (Canada) and regulations under the Export and Import Permits Act as well as the U.S. export controls regulations administered by the U.S. Department of Commerce (15 CFR, Chapter VII) and that you will comply with all applicable laws and regulations. You will not export or re-export any part of the Platform, in violation of the Canadian and U.S. export administration laws and regulations, directly or indirectly. You further acknowledge that the underlying software may include technical data subject to such Canada and U.S. export regulations.

23.3 Force Majeure

Intuit’s performance is excused for Force Majeure events.

Any delay in or failure of performance by Intuit under this Agreement will not be considered a breach of this Agreement and will be excused to the extent caused by any occurrence beyond its reasonable control, including, but not limited to acts of God, power outages, failures of the Internet, or failures of banking or Payments Canada networks.

22.6 Waiver

If we waive some of our rights under this Agreement, it doesn’t mean we waive our rights in other circumstances.

Intuit’s failure to act or enforce any of its rights does not constitute a waiver of any of our rights. Any waiver by Intuit of any of the provisions in the Agreement must be made in writing and signed by a duly authorized officer of Intuit.

22.5 Entire Agreement; Severability

If a court voids a term of this Agreement, the other terms will not be affected.

This Agreement, including the Section B Terms below, is the entire agreement between you and Intuit regarding its subject matter 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.

22.6 Assignment

You can’t transfer this Agreement or your right to use the Platform to someone else without our permission.

You may not assign your rights under this Agreement, under operation of law or otherwise, without Intuit’s consent. Any attempts to do so without Intuit’s consent will be null and void. Intuit may assign or transfer this Agreement without your consent to any party.

23. Contact Information

If you have any questions about the Platform or this Agreement, please contact Intuit support.

24. Province Specific Terms

Certain terms in this Agreement are modified for Quebec Consumers.

If you are an individual residing in the Province of Quebec and you are not using the Platform for the purposes of a business (“Québec Consumers”), the following terms apply to you.

24.1 Disclaimer of Warranties

The sole warranty applicable to this Agreement and the Platform is the legal warranty provided under the Civil Code of Québec and any warranty provided for under the Consumer Protection Act (Québec).

24.2 Limitation of Liability

SUBJECT TO APPLICABLE LAW, INTUIT AND ITS SUPPLIERS ARE NOT LIABLE FOR ANY OF THE FOLLOWING: DAMAGES RELATING TO FAILURES OF TELECOMMUNICATIONS, THE INTERNET, ELECTRONIC COMMUNICATIONS, CORRUPTION, SECURITY, LOSS OR THEFT OF DATA, VIRUSES, SPYWARE, OR USE OF SOFTWARE OR HARDWARE THAT DOES NOT MEET INTUIT SYSTEMS REQUIREMENTS.

24.3 Changes

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

24.4 Termination

Termination of this Agreement by Intuit without default by you is only effective upon sixty (60) days’ prior written notice.

24.5 Governing Law

This Agreement shall be governed by the laws of the Province of Quebec and the laws of Canada applicable therein. You agree to the exclusive jurisdiction of the Province of Quebec and the Courts of the Province of Quebec. You are accessing the Platform on your own initiative and you are responsible for compliance with all applicable laws.

24.6 Language

This Agreement is available in both French and English language versions. The French version can be accessed by clicking here. You hereby confirm that you have requested that this Agreement and all related documents be drafted in English, that you have been provided with a French language version of this Agreement and that you have agreed to be bound by the English language version of this Agreement. La présente convention est disponible en français et en anglais. La version française est accessible en cliquant ici. Vous confirmez par la présente que vous avez demandé que la présente convention et tous les documents y étant afférents soient rédigés en anglais, que vous avez reçu une version française de la présente convention et que vous avez accepté d'être lié par la version anglaise de la présente convention.

In the event of a conflict or inconsistency between the terms in other sections of this Agreement and this Section 24, the terms of this Section 24 shall apply.

July 31, 2023

SECTION B TERMS

Your use of the Services (as defined in the Section A Terms) and described below are subject to the Section A Terms above and these Additional Terms and Conditions (“Section B Terms”). These Section B Terms will prevail over any conflict or inconsistence with the Section A Terms.

1. SERVICES

The Agreement governs your use of each of the following “Services,” as applicable:

QuickBooks Online. QuickBooks Online (“QBO”) is an online solution for businesses to perform accounting and business tasks through an online account (each a “QBO Account”). Each QBO Account may only be used to support one business.

A. QuickBooks Online Accountant

B. QuickBooks Online Accountant Pro Tax Service

C. QuickBooks Self-Employed Service

D. QuickBooks Payroll Service

E. QuickBooks Time Service

F. Merchant Payment Service

G. QuickBooks Business Network

2. USERS

When you initially register for and create an account for a Service, you are, or a party that you authorize is, the “Administrator”. Administrators may authorize additional users to access the Services through the same account, subject to limitations based on the subscription you purchase (such users, “Additional Users”). All Additional Users will be required to accept the Agreement before accessing the Services. Only Administrators may designate another individual as a replacement administrator and you are responsible for your Additional Users’ access to the Services. Once an Administrator closes or terminates access to a Service, Additional Users will no longer be able to access such Services or any Content (defined in the Section A Terms) within the Services. If you are an Administrator, you agree to provide sufficient prior notice to your Additional Users of your desire to terminate access to the Services. Any violation of the Agreement by any Additional User may result in the termination of an Administrator’s or other Additional User’s access to the Services. Additional Users may not have the same level of access or rights as an Administrator. You warrant that you have obtained all necessary authorizations from each Additional User to: (i) act as their agent in using the Services on their behalf and you accept all liability arising from their use of the Services; and (ii) allow Intuit to provide the Services.

As an Additional User, please make sure that you have an agreement with the Administrator about your role and rights. As an Additional User, you understand that if you violate this Agreement, your access to our Services may be terminated, and we retain the right to also terminate access for any other users of the same account.

3. USAGE LIMITS

3.1 Limits. We may limit usage for some features of the Services based upon the subscription you purchased. These features may include chart of accounts, classes and locations (combined), system-generated fields, third party applications, and users.

3.2 Third Party Applications. Third party generated entries in the chart of accounts and classes and locations may count against usage limits. However, if you are currently at your usage limit, QBO will not prevent additional third partner generated entries in the chart of accounts and classes and locations (i.e., the fields above the usage limit will be allowed and created). However, once the third party generated entries puts you over your usage limit you will not be able to manually add new chart of accounts and classes and locations until you reduce the number of active fields to below the respective limit for each.

3.3 Deactivation/Cancellation When Exceeding Usage Limits. If you exceed the usage limits for the subscription for the Services you purchased, we may immediately cancel or suspend your subscription to the applicable Services and your access to the applicable Services and to your data without notice. If your access to the applicable Services is terminated, you will not be charged further for your subscription; however, you will not be entitled to any proration of fees or refunds for unused subscriptions. We reserve the right to maintain your data in a read-only format for purposes of reviewing historical activity, which you may have access to view for up to 12-months after termination of access.

3.4 Downgrade. If you choose to downgrade to a Services plan with a lower usage limit, you will not be able to complete the downgrade until your company file is under the new Services plan's usage limits.

3.5 Reactivating Subscriptions. You must be within your plan’s usage limits prior to reactivating the Services subscription.

4. TELEPHONE NUMBERS

You may provide us with your telephone number as part of your customer record or registration. You agree that Intuit may send automated text messages and auto-dialed messages to the telephone number you provide for certain limited purposes, including verifying your identity, providing you with important critical notices regarding your use of the Services, or fulfilling a request made by you through the Services.

4. ADMINISTRATOR ACCESS AND DISPUTES POLICY AND PROCEDURE

If a person contacts Intuit and requests that he or she should be designated as the Administrator for any reason (including, but not limited to, due to the death or departure of the registered Administrator, a change in your ownership, etc.), but has not been designated by the current Administrator as a replacement Administrator, Intuit reserves the right to determine, in its sole discretion, and without notice to you, whether that person should be designated as the Administrator.

Disputes sometimes arise between or among multiple persons concerning the right to be designated as the Administrator (including, but not limited to, in the event of a dispute between your owners, etc.). In that instance, Intuit reserves the right to determine, in its sole judgment, and without notice to you, whom should be designated as the Administrator. However, Intuit may be unable, and is not obligated, to resolve any such disputes. If, in Intuit’s sole discretion, Intuit attempts, but concludes that it is unable, to determine whom should be designated as the Administrator, Intuit reserves all rights, including, but not limited to, the right to suspend or terminate your account and use of the Services, and/or require a court order to determine the rightful Administrator.

In determining access or whom should be Administrator, Intuit may request and review documentation from the person making the request (including, but not limited to, government-issued photo identification, proof of payment of your subscription, an affidavit, a signed permission letter from your owner, documents showing the successorship of your business or legal documents that tie the request to your business, etc.). You acknowledge and accept the foregoing Administrator access and disputes policy and procedure and hereby release Intuit from all liability and all claims for damages, or any other liability whatsoever, that may arise out of or relate to Intuit following said policy and procedure.

5. ONLINE NOTIFICATION AND DISCLAIMER

Intuit will provide you with account-related notifications due to inaction on your account, confirmation of information and reminders to categorize your transactions. These notifications will be sent to the email address you have provided as your primary email address when you register for the Services. Anyone with access to your email will be able to view the content of these notifications.

You understand and agree that any notifications provided to you through the Services may be delayed or prevented by a variety of factors. Intuit does its best to provide notifications in a timely manner with accurate information. However, we neither guarantee the delivery nor the accuracy of the content of any notification. You also agree that Intuit shall not be liable for any delays, failure to deliver, or misdirected delivery of any notification; for any errors in the content of a notification; or for any actions taken or not taken by you in reliance on a notification.

A. QUICKBOOKS ONLINE ACCOUNTANT

QuickBooks Online Accountant (“QBOA”) is an online solution for accountants, bookkeepers and other individuals or entities that provide accounting and other financial services to their clients. If you register for QBOA, you will be able to create and access new and existing QBO Accounts of your clients. QBOA also provides you with professional tools and access to our QuickBooks ProAdvisor Program, which is subject to separate terms and conditions at https://quickbooks.inuit.com/oicms/var/pap-terms.

B. QUICKBOOKS ONLINE ACCOUNTANT PRO TAX SERVICES

QuickBooks Online Accountant Pro Tax Services (the “Pro Tax Services”) are online tax solutions for accountants and tax professionals that provide tax preparation and efiling services to clients.

If you elect to enroll with Pro Tax Services, the following additional terms in this Section B apply.

B.1 Access

(a) Intuit hereby grants you access to use the Pro Tax Services solely to prepare valid tax return(s) for which you have a valid subscription to QBOA and Pro Tax Services to file electronically and/or to download such tax return(s). All proprietary rights in the Pro Tax Services and legal title thereto shall remain in Intuit or its licensors.

(b) Intuit shall have the right at any time, in its sole and absolute discretion, to modify or delete features, and to change the operating interface in any or all of the Pro Tax Services, or to change the hardware and computer system specifications necessary or recommended to access and use the Pro Tax Services.

B.2 Representations by You

(a) You are not licensed or permitted under this Agreement to do any of the following: (a) modify, adapt, translate, rent or sublicense the Pro Tax Services (including offering the Pro Tax Services to third parties on an applications service provider or time-sharing basis); (b) create derivative works based upon the Pro Tax Services or any part thereof; (c) copy the Pro Tax Services in whole or part, or use trade secret information contained in the Pro Tax Services; or (d) to develop software or services to interface with the Pro Tax Services. You agree not to (and not to permit others to): (i) decompile, disassemble, or otherwise reverse engineer the Pro Tax Services, 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 Pro Tax Services.

(b) YOU REPRESENT TO INTUIT THAT THE FIRM NAME AND ADDRESS PROVIDED BY YOU IN THE PRO TAX SERVICES REGISTRATION PROCESS IS THE PRIMARY BUSINESS FIRM NAME AND ADDRESS USED BY YOU IN THE NORMAL COURSE OF BUSINESS. You represent and warrant that the Primary Firm Name and Address in the Pro Tax Services Registration Process should match the firm name and address in Intuit Pro Tax records and the firm name and address you provided to the Canada Revenue Agency (CRA) as part of your Business Number (BN) registration.

(c) You acknowledge that this firm name and address will appear in the “Paid Preparer” designation on tax returns processed using the Pro Tax Services. ANY ALTERATION, DELETION, MODIFICATION, OR CHANGE OF ANY KIND TO THE INFORMATION THAT APPEARS IN THE “PAID PREPARER” DESIGNATION IS STRICTLY PROHIBITED AND CONSTITUTES A VIOLATION OF INTUIT’S REGISTERED COPYRIGHTS (except to the extent the Pro Tax Services contains functionality permitting: (a) the preparation of “self-prepared” or “non-paid preparer” returns; or (b) an alteration, deletion, modification or change of such “paid preparer” designation expressly authorized by Intuit as evidenced by Intuit’s records).

(d) Intuit has the right at any time, in its sole and absolute discretion, to condition your use of the Pro Tax Services upon your payment of applicable charges. Additionally, Intuit reserves the right at any time, in its sole and absolute discretion, to suspend and/or terminate your use of any Intuit Pro Tax Services if you are delinquent in the payment of any charges owed to Intuit, including, without limitation, checks returned to Intuit for insufficient funds and denied credit or charge card amounts.

B.3 Electronic Filing Services and Product Support

(a) Electronic Filing Services. When available, you may be able to choose to file returns electronically and if chosen, the tax returns will be transmitted electronically to the Intuit Electronic Filing Center, where they will be transmitted to the applicable taxing authority. Intuit will retain any records required by law. Intuit cannot guarantee that the taxing authority will accept a return due to circumstances beyond Intuit’s control (e.g., incorrect user information, malfunction of the tax authority’s system, etc.). You are responsible for verifying the status of returns that you file electronically to confirm that they have been received and accepted by the applicable taxing authority and, if necessary, for filing them manually. By using Intuit's system to prepare and submit tax returns, you consent to the disclosure by Intuit to the CRA and any other tax or revenue authority of all information pertaining to your use of the Pro Tax Services. Intuit reserves the right at any time to require users of the Electronic Filing Service to provide information verifying that they are Authorized CRA e-file Providers using a valid CRA issued BN. If you are unable or unwilling to provide information or documentation to verify your validly issued Authorized CRA e-file Provider or BN status in a form acceptable to Intuit, or if Intuit is unable to verify or validate your status, Intuit may block your access or ability to use the Pro Tax Services or your ability to prepare, submit, process or transmit returns through the Pro Tax Services. Intuit may at any time and in its sole discretion change or discontinue any aspect, availability or feature of the Pro Tax Services. Year round and multi-year e-file is only supported if you are a current customer. Electronic filing in subsequent years will require a separate end user license agreement and payment of the then-current fee. The CRA requires Intuit to notify it, in connection with the electronic filing of your tax return, of the Internet Protocol ("IP") address of the computer from which the return originated and whether the email address of the person electronically filing the return has been collected. By using this Service to prepare and submit your tax return, you consent to the disclosure to the CRA and any other tax or revenue authority of all information relating to your use of the Electronic Filing Services.

(b) Product Support. Intuit may offer, in its sole discretion, product support for the Pro Tax Services using a variety of methods (e.g., remote, Internet, and phone) either at no charge to you, as determined by Intuit in its sole discretion, or at Intuit's then current rates, which rates may be changed from time to time by Intuit without notice. Intuit may modify or discontinue offering product support at any time, in its sole discretion. Any product support offered by Intuit shall not constitute a continuing obligation to provide product support. Product support, if offered, is subject to Intuit’s discontinuation policy. Additionally, you (and not Intuit) are responsible for providing any support to your clients in connection with their use of connected and online services.

B.4 Permitted Disclosures and Use of Data

You acknowledge and agree that, as the current system administrator for the account, (i) you may grant password protected access to the Pro Tax Services for authorized users, but assume all responsibility for granting such access in accordance with the Intuit recommended procedures for this feature, and (ii) to promptly report any known unauthorized access.

B.5 Professional Responsibility

You understand and agree that all decisions regarding the tax treatment of items reflected on tax returns prepared by you using the Pro Tax Services are made solely by you and that use of the Pro Tax Services, including use of the mobile app, does not relieve you of responsibility, including those to any third party, for the preparation, content accuracy, and review of such returns. You acknowledge that you are not relying upon Intuit for advice regarding the appropriate tax treatment of items reflected on returns processed using the Pro Tax Services. You agree to review any computations made by the Pro Tax Services and satisfy yourself that those computations are correct.

(a) You accept full responsibility for: (i) selection of adequate and appropriate Pro Tax Services to satisfy your business needs and achieve your intended results; (ii) use of the Pro Tax Services; (iii) use of the Pro Tax mobile app and appropriate initiation of client log-in credentials and access grant, (iv) all results obtained from the Pro Tax Services including client files and communications via the Pro Tax mobile app; and (v) selection, use of, and results obtained from programs, computer equipment or services used with the Pro Tax Services. You also accept full responsibility for any and all liability arising from the preparation of tax returns processed using the Pro Tax Services.

(b) You accept full responsibility for obtaining any client and other third party consents or authorizations (in compliance with applicable governmental law, regulation and licenses) in connection with your use of the Pro Tax Services (including the transmission to, or processing, storage or retransmission by, Intuit of client tax return information), and hereby represent that you have or will obtain such consents or authorizations. You agree that Intuit is not and shall not be responsible for retaining records of your clients’ tax information, tax returns or other client data, and hereby release Intuit from, and agree to indemnify Intuit for any liability or damages arising out of, or related to, the loss of any such data. Intuit may retain and use certain client data as may be required by law or otherwise for its own administrative and business purposes, which may include testing, improving, and developing Pro Tax Services functionality, as well as statistical analysis of such data.

(c) You are solely responsible and liable for the security of the Pro Tax Services and controlling any access or use thereof including, but not limited to, the designation of systems administrators, account passwords and the designation of any bank account information where proceeds from bank products are deposited. You are responsible for protecting the information on your computer(s) such as by installing anti-virus software, updating your software, password protecting your files, and not permitting third party physical or electronic access to your computer(s).

(d) Information about your clients that you provide to Intuit will not be disclosed to third parties without your permission, except in the following instances: (i) to fulfill a request for services you've requested; (ii) to vendors who perform a specific function on behalf of Intuit and its affiliates and have agreed to keep such information confidential; or (iii) when required by law or to comply with a legal process. Such information is available to Intuit personnel on a need-to-know basis, who are trained on proper data handling.

C. QUICKBOOKS SELF-EMPLOYED SERVICE

QuickBooks Self-Employed Service is a mobile application for the self-employed to manage and categorize their personal and business finances through a mobile account.

D. QUICKBOOKS PAYROLL SERVICES

The “Payroll Services” means the subscription Services offering online payroll solutions for businesses as further described in this Part D.

If you use the Payroll Services, the following additional terms in this Part D apply (the “Payroll Services Terms”).

D.1 Users

(a) User. These terms apply to all Payroll Services users, including Additional Client Users as described below.

(i) You represent that you have obtained appropriate consent from all employees to provide Intuit with their personal information for the purposes of Intuit providing the Payroll Services.

(ii) You represent that none of your clients or your employees as users of the Payroll Services appear on any Canadian economic, blocking and anti-blocking legislation, and export and import permit legislation sanctions lists.

(b) Additional Client User. You may use Payroll Services for your own business or for the benefit of your clients as Additional Users (each an “Additional Client User”). If you are using Payroll Services as the agent of your Additional Client Users, you warrant that you have obtained all necessary and proper rights, consents and authorizations from your client to:

(i) act as its agent in authorizing and using Payroll Services on your client’s behalf, and accept all liability arising from using Payroll Services as your client’s agent;

(ii) allow Intuit to provide the Payroll Services and to issue Payroll Service Payments and to take such other action as may be necessary from time to time in connection with the Payroll Services; and

(iii) if needed at any time, debit funds from your employee’s bank account related to direct deposits through the Payroll Services. In such circumstances, you may be required to provide us: (a) your employee’s written authorization and signature on a form provided by Intuit, with any other information requested on the form; and (b) your representation that you have verified your employee’s identity in connection with the debit.

D.2 General Terms for Payroll Services

(a) Subscription Payroll Services, Restrictions, and Responsibility for Payment.

(i) You must purchase a separate Payroll Service subscription for your own business and each Additional Client User you support. Please review all of the details of the Payroll Service subscription that you purchase; each subscription type is distinct and will provide access to different features.

(ii) When you enroll in a Payroll Service subscription and pay the applicable fees, Intuit grants you a limited non-exclusive license to use the Payroll Service subscription in Canada. Your use of Payroll Services: (a) is governed by the latest version of the terms and conditions for Payroll Services, and (b) constitutes your acceptance of those terms and conditions. You acknowledge and agree that Intuit cannot represent you in tax matters or, except as authorized by Section D.3, file and pay taxes on your behalf.

(iii) You are responsible for payment of all fees and amounts: (a) due for each Payroll Service subscription, or (b) payable to any third party on your behalf as agreed by a Payroll Service subscription, including those arising from or related to Additional Client Users subscriptions. You may have the option of causing an Additional Client User to be liable for any fees and amounts payable, if you: (x) give the Additional Client User access to the Payroll Service, and (y) require the Additional Client User to sign into the Payroll Service subscription, create a username and password, and agree to this Agreement. Intuit will have no responsibility for requesting that any Additional Client User sign into the Service or agree to this Agreement. You acknowledge and agree that if an Additional Client User does not accept this Agreement or if Intuit is not able to collect amounts from an Additional Client User for any reason, you, as the service provider, are responsible for paying Intuit all amounts owed by the Additional Client User. We reserve all rights, including termination of this Agreement for you or any/all Additional Client Users, discontinuation of Payroll Services, in whole or in part in our sole discretion, and to avail ourselves of any other available remedy. This Section will, to the extent applicable, survive the termination of this Agreement.

(b) Authorization and Agreement for Direct Payments (PADs).

(i) You acknowledge and agree that: (a) most Payroll Service Payments, as defined below, will go through Payments Canada (“PC”), (b) all Payroll Service Payments are governed by the PC Rules, and (c) your PC transactions will comply with applicable Canada law. You agree to hold harmless, indemnify, and defend Intuit and the bank in connection with all of your PC transactions, including legal fees and disbursements on a solicitor and own client basis, including without limitation, claims resulting from incorrect information being supplied by you.

(ii) By using the Payroll Service, you authorize us to initiate electronic withdrawals from your bank account to fund Direct Deposits and/or Payroll Tax Payments, as applicable, (each term defined separately below and referred to collectively as “Payroll Service Payments”), although under certain circumstances we may use wire drawdown requests or other funding methods (“Debits”). Debits will also be initiated to pay fees for Payroll Services, special processing, any sales, use or other taxes payable on Payroll Services, and for adjustments to these various amounts. In furtherance of this, you hereby authorize Intuit and our sponsor banks to draw preauthorized Debits (PADs) on Your Account for the purpose of allowing Intuit to (i) make all Payroll Service Payments in the amounts submitted for your payroll direct deposits on each payroll processing date and submission of Payment information by you shall constitute Intuit’s authority to Debit Your Account for the Payments on the applicable processing date; and (ii) receive payment of all amounts due and owing to Intuit by you for the Payroll Services, including NSF fees, reversal fees and special processing fees and other fees in respect of the Payroll Services at the times and in the amounts as set out in this Agreement; and (iii) at each renewal of the subscription term for the Payroll Services, receive payment of the then-current subscription rate to maintain the Payroll Services (the “PAD Authorization”). This PAD 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. In no event shall Intuit be liable to you for any loss or damage suffered as a result of the failure of a financial institution to process properly, or on a timely basis, information provided by Intuit and you agree that Intuit shall not incur any liability for any loss, costs, or fees incurred by you that are the result of such Debits by us. You agree that if any Debits drawn under this PAD Authorization are dishonoured for any reason, then Intuit shall be entitled to initiate another debit in substitution for the dishonoured debit until the debit is honoured and to initiate a separate debit to cover any NSF fee or dishonoured payment fees. This PAD Authorization is to remain in effect until Intuit has received written confirmation from you of its change or termination. You confirm that the Debits authorized pursuant to this PAD Authorization are for business purposes. This PAD Authorization can be canceled at any time upon notice provided by you. You acknowledge that in order to revoke this PAD Authorization, you must provide Intuit written notification at Intuit Canada ULC, attn.: QBO Payroll Care, 5100 Spectrum Way, Mississauga ON, L4W 5S2, Canada at least twenty (20) business days before the next debit is scheduled; however, you remain obligated to pay Intuit all amounts due and owing under this Agreement. To obtain a sample cancellation form, or for more information on the right to cancel this PAD Authorization, you may contact your financial institution or visit www.cdnpay.ca. You have certain recourse rights if any debit does not comply with this PAD Authorization. For example, you have the right to receive reimbursement for any debit that is not authorized or is not consistent with this PAD Authorization. To obtain more information on recourse rights, you may contact your financial institution or visit www.cdnpay.ca. You acknowledge that you understand the terms hereof and accept and agree to participate in this PAD Authorization arrangement with Intuit. You acknowledge that Intuit may assign this PAD Authorization, whether directly or indirectly, including by operation of law, by providing at least ten (10) days prior written notice to you. You hereby waive the right to receive any notice, written or otherwise from Intuit of the amount to be debited to Your Account and the date(s) on which such debits are to be processed, as well as notice of any and all future changes to amounts or payment dates.

(iii) You authorize and direct the institution that holds the demand deposit account used in conjunction with Payroll Services or any other account you identify when using the Payroll Services in the future (“Your Account”) to: (a) charge each Payment Service Payment and/or Debit to Your Account and pay that amount to us, and (b) respond to our inquiries regarding Your Account. You agree that Your Account is a demand deposit account located in Canada, and that all Payroll Service Payments will be to accounts located in Canada. You agree that you will not use the Payroll Service to make any transactions that require International ACH Transaction reporting.

(iv) Prior to processing any Payroll Service Payment, we may verify Your Account information. The verification process may include sending you texts, voice calls, or automated/pre-recorded voice calls. If you provided your mobile phone number to us, you agree we may send such communications to that number. You agree that as part of the verification process we may: (i) verify Your Account information by debiting between $0.01 and $1.00 from Your Account, then crediting the same amount back to Your Account, and requesting you to verify the amount debited and credited, and/or (ii) verify Your Account using your login credentials to your financial institution and we may also ask you questions pertaining to your bank balance and/ or recent credit/ debit transactions. You agree to input your login credentials through an online portal provided by Intuit as part of this verification process. Failure to successfully verify the micro debits and/or credits and/or log in to your bank or financial institution within the time specified by Intuit will result in the inability to process Payroll Service Payments. Intuit will only use this verification process to screen for fraud and will not otherwise debit Your Account, except for your use of Payroll Services. You hereby grant Intuit a limited power of attorney to initiate the actions in this Section as part of the bank verification process.

(v) You authorize us to: (a) initiate transactions with Your Account to collect Payroll Service Payments and/or pay any fees related to Payroll Services, (b) reinitiate, or initiate a new Debit to your bank account if any Debit is returned for insufficient funds or uncollected funds, (c) credit Your Account when necessary, at our sole discretion, for any refund or credit amount due to you, and/or (d) to send Payroll Service Payments, electronically or by any other commercially accepted method, to the appropriate financial institution(s) or taxing authority. If Intuit tells you that an account number or other information concerning your Payroll Service Payments has changed, you must use this corrected information in the future to initiate Payroll Service Payments.

(vi) We may: (a) establish security limits on Payroll Service Payments, such as a maximum number or dollar amount, (b) change security limits from time to time without disclosing such changes, and (c) refuse to process your Payroll Service Payments if we reasonably believe Your Account balance is insufficient to cover the amounts due or for any other reason we deem reasonable.

(vii) This PAD Authorization will remain in full force and effect until we receive your written notification of termination in such time and manner as to afford Intuit and the depository financial institution that holds Your Account a reasonable opportunity to act on your termination notice.

(viii) If any amount payable by you is dishonoured 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 financial institution, 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 Deposits, (c) refuse to perform further Payroll 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 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. 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 and unless you are a Quebec Consumer, all collections costs will be charged to you, including but not limited to any costs associated with termination of this Agreement, and legal fees and disbursements on a solicitor and own client basis, where permitted by law.

(c) Electronic Signatures. As part of Payroll Services, we may require you to provide your electronic signature to certain forms or documents required by Intuit or provincial/federal agencies. Required forms vary depending on your subscription, business, and/or location. Your signature on these forms is required to use Payroll Services. By using Payroll Services, you acknowledge that you have read the content of the forms, and hereby authorize us to apply your electronic signature or a rendition of your signature to all required forms. Copies of signed forms will be provided to you. Your signature will be effective as of the date of your acceptance of these terms authorizing application of your signature to all specified form(s). If you revoke your permission for us to use your electronic signature, your right to access and use the Payroll Services will terminate.

(d) Credit Review. Periodically Intuit may review your use of Payroll Services, your credit status, credit or similar reports on your business and its principals, or other factors, including submitting your information to third parties such as your financial institution, credit reporting agencies and/or other agencies to validate your identity and/or credit history. Intuit may terminate your use of Payroll Services after such a review.

(e) Default. 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 and Insolvency Act (Canada) 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 as immediately due and payable, and/or (c) require you to deposit with Intuit an amount equal to the 12 month average monthly or annual processing charges to prepay for any future processing.

(f) No Liability. Intuit will not be liable for any penalty, interest or other liability that results from inaccurate or incomplete information you supply. In the event that Intuit becomes aware of any tax agency information that is inaccurate, Intuit reserves the right to input the correct information. Intuit will not be liable in any way if Payroll Services cannot be performed completely or accurately because of anything not reasonably within our control, including problems with the Internet or inaccurate or incomplete information you provide to us. If any Intuit error occurs in performing Payroll Services, our only responsibility will be to make the correct payment or file the correct report and pay any resulting tax interest or penalty. In no event will we be liable for any indirect, special or consequential damages. If these remedies fail of their essential purpose, Intuit’s maximum liability will equal the fees you have paid to Intuit for the applicable Payroll Services subscription.

(g) Auto Payroll. Automatic payroll service (“Auto Payroll”) is available if: (i) setup for the company is complete, (ii) at least one employee has completed setup, (iii) at least one employee is salaried or hourly with default hours, (iv) bank verification of Your Account is complete if any employee on Auto Payroll has direct deposit as the payment method, (v) the first payroll has been run successfully, and (vi) your account has not been on hold. Your Account must have sufficient funds in your account to fulfill your Payroll Payments on the specified date. By enabling Auto Payroll, you are agreeing to receive text messages related to Auto Payroll when available unless you opt out. These texts will be sent when you turn on/off Auto Payroll or if there have been any errors with Auto Payroll. Additionally, every pay period you will get texts to remind you that you can make updates to your Auto Payroll and a confirmation that your payment transactions have been requested in accordance with your instructions. You are able to text HELP to get additional help information or STOP to stop receiving the notifications.

D.3. Direct Deposit

In order to access the Direct Deposit service you must have a current subscription to a Payroll Service subscription offering Direct Deposit services. “Direct Deposit” is defined as the deposit of money by you into a payroll payee’s bank account.

(a) Activation. Direct Deposit services will begin after Intuit receives and processes any information we request as part of your enrollment, including any credit, debit or banking information. The information you provide must be accurate and complete, to begin performing Payroll Services for you.

(b) Use and Restrictions.

(i) You may send us requests to process and send payments to your employees for their work during an applicable work period (“Payroll Payments”). When you request Payroll Payments you will receive confirmation when the request is received. However, we do not verify your payroll information including but not limited to time entries, pay rates, or employee banking details, and a confirmation does not mean that your submission of Payroll Payments were error-free. If errors are detected later we may be unable to complete the submission of your Payroll Payments. We will make reasonable efforts to tell you if we cannot complete your Payroll Payments. Payroll Payments taking place after certain processing deadlines may be considered to occur on the next business banking day. Special processing fees may apply to some Payroll Payments, and optional special processing requests may be available as part of the Direct Deposit service for an additional charge.

(ii) Direct Deposit service does not include: (a) furnishing paychecks or notice of deductions or direct deposit to employees, or (b) processing of non-tax-related withholdings, including but not limited to wage garnishments, retirement account contributions, or insurance premiums.

(iii) For certain jurisdictions, the Payroll Service may not: (a) include processing of local taxes or taxes not deducted as part of payroll, or (b) be available to employers with employees in certain provinces.

(iv) There may be restrictions on the number of employees for whom payroll can be processed.

(c) User Responsibilities. Debits will be charged to Your Account up to five (5) business banking days before the pay date of the applicable payroll and you must have sufficient funds in Your Account to fulfill your Payroll Payments on that date. After that, no interest or earnings will accrue to you and Intuit will hold the money until the Payroll Payments are made. Once your Payroll Payments are complete and submitted you may cancel them until we send them to the PC network. You are responsible for verifying that all Payroll 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 Payroll Payments in our files.

(d) Representations and Warranties. You represent and warrant to Intuit that: (i) you have received authorization from each person or entity to allow you to make Payroll Payments and/or any necessary adjustments to their account(s), as appropriate, (ii) at the time any Payroll Payment is made you have no knowledge that the authorization has been revoked or terminated, and (iii) your Payroll Payments comply with applicable laws. In case of any reversing entry for a pay cheque direct deposit, you will obtain a PAD Authorization from the affected person before the entry is sent and provide proof of that PAD Authorization to Intuit if requested. You are responsible for maintaining employee authorizations, record retention, and any additional rules specified by the PC.

D.4 QuickBooks Workforce

Your employee(s) may choose to sign-up with QuickBooks Workforce (“Workforce'') which will allow them to view a limited amount of your payroll data pertaining solely to their employment (e.g., paycheques, hours, time off). During employee onboarding, your employee(s) may enter their personal, Social Insurance Number, bank account, and Federal and/or Provincial payroll withholding information (collectively “Information”) into Workforce or you may enter such Information into your Payroll Services account for them. We may use the Information to send an invitation to your employee(s) to create a Workforce account. When your employee(s) edit certain of their Information in Workforce, their profile will be updated in your Payroll Services account. You may also have the option to furnish your employee(s) with documents such as their paycheques or other year-end tax documents made available in an electronic format through the Workforce Services (collectively “Documents”). Intuit is not responsible for any Information submitted through the Workforce Services or liable for any claims related to the amounts withheld from paycheques. The Information may also be shared with Intuit and/or its affiliated entities to the extent permitted by this Agreement, the Intuit Global Privacy Statement, or applicable law. You agree to the following:

(a) Documents. The Services are not a substitute for obtaining physical documents containing your employees’ Information (e.g., TD1, Provincial, or Territorial tax withholding forms). You are solely responsible for obtaining physical documents containing your employees’ Information with employee(s) signature, and Intuit has no responsibility or liability with respect to such physical documents.

(b) Termination of Employment. If your employee(s) is/are terminated, whether voluntarily or involuntarily, they will continue to have access to Workforce for twelve (12) months after you cancel your Payroll Services; however, any edits they make to their Information in Workforce after such termination will not update your Payroll Services account.

D.5 Limited Power of Attorney

You hereby grant Intuit a limited power of attorney to initiate any reasonably necessary actions on your behalf, as described in this Part D, in order to provide you with the Direct Deposit services.

D.6 Service Providers

You acknowledge that Intuit outsources various services it provides in connection with the Payroll Services to affiliates and other service providers located outside of Canada. As such, you acknowledge that personal information (including personal information in respect of employees) may be processed outside of Canada and accordingly, subject to the legal requirements applicable in such foreign jurisdictions, for example, legal requirements to disclose information to government authorities in those jurisdictions and as such, the privacy protections applicable to personal information may not be the same as those available in Canada. In addition, you acknowledge that Intuit’s ability to offer the Payroll Services as provided in this Agreement will depend upon the ability of Intuit’s affiliates and service providers to perform services for Intuit which will, in turn, be subject to the laws of the foreign jurisdictions where those affiliates or service providers are located. You agree that in the event a service provider or affiliate cannot or will not provide any of the supporting services to Intuit by reason that the service provider or affiliate would, by doing so, be in violation of any law, rule or regulation applicable to it if it provides such a service (a “Critical Event”), Intuit will have no liability to you from any resulting consequences of a Critical Event including, without limitation, termination or disruption in the Payroll Services.

E. QUICKBOOKS TIME SERVICE

QuickBooks Time (“QB Time”) is a mobile app or Internet-based service which permits the processing, retrieval, and transmission of transaction data submitted by you through an online account (“QB Time Account”) pursuant to the terms of this Agreement and the QuickBooks Time Data Processing Agreement. Each QB Time Account may only be used to support one business.

If you elect to enroll with QB Time, the following additional terms in this Part E apply.

E.1 General Terms

(a) Subscription, Restrictions, and Responsibility for Payment.

(i) When you enroll in a QB Time subscription and pay the applicable fees, Intuit grants you a limited non-exclusive license to use the QB Time subscription in Canada. Your use of QB Time: (a) is governed by the latest version of these terms and conditions for QB Time, and (b) constitutes your acceptance of those terms and conditions.

(ii) You are responsible for payment of all fees and amounts due for each QB Time subscription. We reserve all rights, including termination of this Agreement for you, discontinuation of QB Time, in whole or in part in our sole discretion, and avail ourselves of any other available remedy. This Section will, to the extent applicable, survive the termination of this Agreement.

(b) Data Processing and Privacy.

(i) If you use QB Time, Intuit will be the Controller of Account Data, and you will be the Controller of the Personal Data and Customer Data that we Process on your behalf and we will process that Personal Information as a Processor in accordance with our QB Time Data Processing Agreement.

(ii) The terms above, “Account Data,” “Controller,” “Customer Data,” “Processor,” “Data Subject,” “Personal Data” (also referred to as Personal Information in the Agreement) and “Processing” (and “Process”) referenced herein shall have the meanings given in the QB Time Data Processing Agreement.

(iii) Where Intuit acts as a service provider, you represent, warrant and covenant that all Personal Information provided or otherwise made available to Intuit is done so in compliance with applicable law and any applicable collective bargaining agreements, and that you have obtained all necessary and appropriate consents or fall within appropriate exemptions, and otherwise have all necessary and appropriate rights, to enable Intuit to (i) share any and all Personal Information you provided with Intuit, including any parent, subsidiary, affiliate, or related company of Intuit Inc. (collectively, the “Intuit Family Companies”) for the purpose of providing the Services, and (ii) use any such Personal Information in connection with any and all Intuit Family Companies’ internal operations and functions required for the Services, including, but not limited to, using de-identified data for improving such Intuit Family Companies’ products and/or services, operational analytics and reporting, internal financial reporting and analysis, audit functions and archival purposes. Notwithstanding the foregoing, the parties agree that the sharing of Personal Information between Intuit Family Companies does not constitute a “disclosure” of such Personal Information under Canadian privacy laws.

(iv) You represent and warrant to us that:

(A) You will provide appropriate notice and have obtained (or will obtain) all consents and rights necessary for us to Process the Personal Information in accordance with this Agreement and the QuickBooks Times Data Processing Agreement and Intuit Global Privacy Statement;

(B) If you are providing Personal Information to us that is not personal to you, you agree that you have either provided the Data Subject notice or received permission from the Data Subject and have the appropriate legal basis, as required by applicable law, for us to:

● use, and/or disclose personal information in accordance with the QuickBooks Time Data Processing Agreement;

● move the data outside of the country of residence of such owner of the personal data, if applicable, pursuant to the QuickBooks Time Data Processing Agreement and the Intuit Global Privacy Statement;

● provide the Personal Information to Third Party Products that you approve; and

● otherwise use and disclose the Personal Information in accordance with this Agreement and the QuickBooks Time Data Processing Agreement.

(C) If there is any discrepancy between this Agreement and the QB Time Data Processing Agreement with respect the collection, use, and/or disclosure of Customer Data (as defined in the QB Time Data Processing Agreement), the QB Time Data Processing Agreement will control. Notwithstanding the foregoing, if there is a conflict between this Agreement and the QB Time Data Processing Agreement, this Agreement will control for purposes of Canadian privacy laws.

E.2 You acknowledge that QB Time is not a payroll system and you agree to take full responsibility to validate the accuracy of data produced by QB Time when used by you for your own payroll or billing purposes.

E.3 You accept sole responsibility for ensuring compliance with provincial, territorial and federal labor laws and reporting requirements and hold Intuit harmless and indemnify Intuit from any and all payroll, tax and labor compliance liabilities.

E.4 Certain features of QB Time, including multiplying hours tracked by a monetary figure supplied by you, are provided for convenience and your reference only and do not and will not reflect the actual calculation of any payment payable by you to any person or entity and can never be relied on as such and are not warranted or guaranteed by Intuit to be a payroll calculation or any other payment calculation.

E.5 Tax Exempt Orders for QB Time: Intuit must receive a copy of your certificate to ship without tax; otherwise the appropriate tax rate will apply to your order. Intuit reserves the right to correct tax rates and/or collect the sales/use tax based upon when the product is shipped as required by law. The exemption certificate must be for the same province or territory as the Shipping Address on your order and be listed with your business name. Once the details of your order are finalized and we proceed with processing, you will receive an e-mail from us or our tax exempt verification partner with instructions to file your exemption certificate with us.

E.6 For any additional product and services information, please visit: https://quickbooks.intuit.com/ca/time-tracking/

E.7 All QB Time Services are COTS or “Commercial-Off-The-Shelf Software” items.

E.8 All QB Time Services are intended solely for use as defined in this Agreement, and in the applicable Intuit Global Privacy Statement, incorporated herein by reference, solely as a time record keeping product for small business owners. Any other use of the product will not be in accordance with its intended design. All use of the product requires that any public disclosures, communication, characterizations, references to product name or uses of the product, references to Intuit, collection of data, or releases of information of any kind pertaining to the purchase or license of the product, are expressly prohibited and require prior written consent from Intuit.

F. MERCHANT PAYMENT SERVICES

Date of contract(s)

Effective start date: the date in which you first apply for or use the Merchant Payment Services

Length of term: Monthly

Renewal date: N/A

Acquirer

Chase Paymentech

PO Box 466 Station D Toronto, ON M1R 5B8

https://en.chasepaymentech.ca/

Cancellation of contract(s) and any applicable penalties

Merchant’s right to cancel (Section F.36 of these Merchant Payment Terms (defined below))

You may cancel this contract without further cause or penalty in the event of:

● an increase in fees;

● any additional fees as a result of changes to the Pricing Schedule; or

● a reduction in an applicable payment card network rate where Intuit does not pass-through the full savings of such rate reduction within ninety (90) days of the day you received notice of the rate reduction.

You may do so by providing Intuit with written notice within ninety (90) days.

Complaint handling procedures

Merchant Code complaints should be submitted per the process detailed at https://quickbooks.intuit.com/ca/legal/payments/code-of-conduct-complaints-process/

Transaction return policy

Not applicable

Independent sales organization or referral agent (where applicable)

Not applicable

Code of Conduct

Intuit complies with the Code of Conduct for the Credit and Debit Card Industry in Canada, which can be accessed through the following link: https://www.canada.ca/en/financial-consumer-agency/services/industry/laws-regulations/credit-debit-code-conduct.html

Statements

Merchants can view their statements without charge by logging into their QuickBooks account through our website: https://www.quickbooks.intuit.com/ca/.

FEE DISCLOSURE

Table 1

Payment Card Type

These are the most common types of domestically issued cards and their processing methods. They do not represent all the possible fees and variations that are charged to merchants.

Processing Method

Card/Device Present

Means that the card/device was electronically read (contact or contactless interface or mag-stripe)

Card/Device Not-Present

Means the card/device was not electronically read. Generally, the card information is manually key-entered, e.g., mail/telephone order, online recurring payment)

MasterCard business cards

2.9%

MasterCard core cards

2.9%

MasterCard corporate cards

2.9%

MasterCard debit cards

2.9%

MasterCard prepaid cards

2.9%

MasterCard world cards

2.9%

MasterCard world elite cards

2.9%

Visa business cards

2.9%

Visa business premium cards

2.9%

Visa corporate cards

2.9%

Visa corporate premium cards

2.9%

Visa debit cards

2.9%

Visa infinite cards

2.9%

Visa infinite privilege cards

2.9%

Visa prepaid cards

2.9%

Visa standard credit cards

2.9%

Discover

2.9%

Table 2

Payment Type

Electronic funds transfer (EFT) is the electronic transfer of money from one bank account to another, either within a single financial institution or across multiple institutions, via computer-based systems.

Fee

EFT Bank Payments

1% (max $100 per transaction)

Table 3

Miscellaneous fees

Rate/Fee in CAD

Per Transaction

$0.25

Chargeback Fee (in addition to the full chargeback amount, which you are also responsible for)

$25.00

EFT/Electronic Bank Reject Fee

$25.00

Card or Payment Network Penalties, Fines, and Other Fees

You are responsible for fees as a consequence of your use or misuse of the Merchant Payment Services or your card processing activities, including without limitation under Section F.28 of these Merchant Payment Terms.

Non-Sufficient Funds (NSF)

$30.00

Recall of EFT Bank Payment (Customer Initiated)

$5.00

Failed Credit (EFT Bank Payment)

$2.00

Payment Trace (EFT Bank Payment)

$10.00

Manual Information Retrieval (EFT Bank Payment)

$25.00

One-Time Payment Expedition (If Approved; EFT Bank Payment)

$10.00

Intuit provides card and other payment processing services (“Merchant Payment Services”), which will enable you to collect payment from your customers. When we enable you to collect payments from your customers, we act as your agent pursuant to this Part F to collect the funds from your customers on your behalf. When we collect payments from your customer on your behalf, your customer satisfies their obligation to pay you. When we collect payments from your customer, we agree to remit the funds received by us on your behalf, pursuant to this Part F.

If you use the Merchant Payment Services, the following additional terms in this Part F apply, including the terms incorporated by reference (the “Merchant Payment Terms”):

F.1 Eligibility. The Merchant Payment Services are available only in Canada. To be eligible to use the Merchant Payment Services, you: must not be domiciled, reside, or have a principal place of business outside Canada; must not be engaged in any illegal activity or any activity reasonably likely to cause notoriety, harm, or damage to the reputation of Intuit, our sponsor banks, or card or payment networks (such as VISA, MasterCard, Discover, Payments Canada, and Apple Pay); must not be listed on a VISA Terminated Merchant File, MasterCard MATCH, or any other third party or governmental prohibited merchant or individual lists; and must comply with our Acceptable Use Policy. If previously identified by VISA risk programs, you must self-disclose when the identification occurred and under what specific programs. You may only use the Merchant Payment Services for the business and purpose described by you in your Merchant Application (see Section F.5 below).

F.2 Your Personal Guarantee. Intuit requires that a principal or owner of the business (the “Guarantor”) accept this Agreement, including the Merchant Payment Terms, and personally guarantee all obligations of the business under this Agreement, including the Merchant Payment Terms. You are confirming that you are either a principal or owner of your business and/or are authorized to act on the business’ and the Guarantor’s behalf. You agree that the Guarantor is providing a personal guarantee under this Agreement, including the Merchant Payment Terms. This personal guarantee is a general, continuing, absolute, and irrevocable guarantee for payment of monies owed by the business to Intuit. You agree and understand we may proceed directly against the Guarantor without first exhausting our remedies against the business entity. Intuit’s decision to enter into the Merchant Payment Terms and provide the Merchant Payment Services is conditioned on the Guarantor's personal financial stability, and the Guarantor hereby authorizes us to conduct any necessary identity and credit checks at any time, be it during the application process or throughout the term of this Agreement for Merchant Payment Services, to determine the Guarantor’s creditworthiness. Late payments, missed payments, non-payments, and other defaults on your Merchant Account will be reflected in your business’ credit report and/or the Guarantor’s personal or individual credit report. Intuit may, in its sole discretion, accept another form of guarantee, such as a bank letter of credit, in lieu of the personal guarantee specified above.

F.3 Verification; Credit Checks. You agree and authorize us (directly or through third parties) to make any inquiries we consider necessary to verify your identity and account information, or to determine your current and ongoing creditworthiness. This may include asking you to confirm your email address, mobile/phone numbers, or bank accounts, or by verifying your information against third-party databases (including by obtaining your individual and business credit report, personal profile, or other information from one or more third-party databases). If you are a QuickBooks merchant, you agree that we may access and use your QuickBooks account information for underwriting, identity verification, or fraud analysis purposes, including information that relates to your credit confirmation, and if applicable, your financial statements, information regarding beneficial ownership and verification from the applicable governmental authorities of your corporation’s legal existence. Additionally, you agree that your bank and the consumer reporting agencies may release any and all individual and business credit and financial information to us at our request. You further authorize us to disclose any information obtained from any source (including credit reports) to any governmental, administrative, or regulatory entity, our respective vendors and affiliates, within or outside of Canada, for fraud or verification purposes, any third party to the extent such parties provide Merchant Payment Services to you or us, or to comply with applicable laws or investigation, including, without limitation, the Personal Information Protection and Electronic Documents Act, Canada’s Anti-Spam Legislation (CASL), and USA PATRIOT Act. You acknowledge and agree that we may request that you provide additional information at any time, for the purposes of verifying your identity or current or ongoing credit worthiness including but not limited to a copy of a government-issued ID (such as a passport or driver's license); your business license; taxpayer ID number; financial or bank statements; or your personal or business tax returns.

F.4 Participating Sponsor Banks; Commercial Entity Agreements. You acknowledge and agree that these Merchant Payment Terms are between you and Intuit, not with any other third party (including, but not limited to, any card or payment network such as MasterCard, VISA, Discover, Payments Canada, Apple Pay, or any of our sponsor banks), however, these third parties are third-party beneficiaries of this Agreement with respect to the Merchant Payment Services. In order to provide you with payment processing services, we have entered into agreements with card networks, processors and acquiring banks, as well as third party payment service providers (including nanopay) in order to facilitate the processing of payment through electronic funds transfer, credit and debit (each, a “third party provider”). We may require that you enter into separate and direct agreements (a “Commercial Entity Agreement”) with one or more of our sponsor banks or card networks if your processing volume exceeds certain threshold amounts. A copy of the Commercial Entity Agreement can be found in our Legal Documents page which shall be in effect, and considered accepted by you, upon your exceeding such threshold amounts. In certain circumstances, new pricing terms, including but not limited to card processing rates and fees, may apply. You agree that our sponsor bank and all parties to a Commercial Entity Agreement may rely on the information you provided in your Merchant Application for approval and underwriting of your Commercial Entity Agreement. Terms of the Commercial Entity Agreement will govern your use of the specific services contemplated under the Commercial Entity Agreement. Intuit retains the right to suspend or terminate your account if you fail to agree to enter an applicable Commercial Entity Agreement.

F.5 Merchant Application; Updating Your Information. You must complete a payment processing services application (“Merchant Application”) and be approved by our underwriting system prior to your use of the Merchant Services. Once approved, you will be issued a Merchant Account (see Section F.10 below). You agree that the information you provided in the Merchant Application (or otherwise requested by Intuit as part of an application or investigation process) is true, accurate, and complete. You agree to update us on an ongoing basis with a list of principals, owners, or officers for your business including their home addresses, personal and business telephone numbers, and email addresses; all “Doing Business As” (DBA) names used by you; your business address and telephone number; the URL (web address) for your business; and a complete description of goods and services provided by your business. If the scope or nature of your business, or the type of products or services you offer changes, you agree to notify us prior to such change. You are liable to us for all losses and expenses incurred by us arising out of your failure to report any changes to us. You consent to us updating your information from time to time based on information provided by your bank or other third party providers. Intuit reserves the right to immediately terminate the Agreement or suspend your access to the Merchant Payment Services in the event of any unreported change in information you previously provided to us or if we reasonably determine that the information previously provided is no longer current.

F.6 Pricing and Payment. For a list of rates and fees, see the Pricing Schedule. In the event of any conflict between the terms of these Merchant Payment Terms and the Pricing Schedule, these Merchant Payment Terms shall control. All rates and fees are in Canadian dollars and subject to change. Where you may become subject to any (a) increase in rates or fees related to credit or debit card transactions, (b) introduction of a new fee related to credit or debit card transactions, or (c) a reduction in applicable interchange rates, we will provide at least ninety (90) days’ advance notice in writing. We will provide ninety (90) days’ advance notice for all other increases in rates and fees. If you do not consent to the increase in rates or fees or if applicable interchange rates are decreased and such reduced rates are not passed on to you, you are entitled to terminate this Agreement without penalty. If you are a Quebec Consumer, the Changes provision of Section 24 in Section A applies to you. For all changes, we may provide you notice by posting updated pricing or terms on our website or sending you email communication. Notwithstanding anything to the contrary in the Section A Terms, price changes are effective on the date indicated on our notice or posted terms. By continuing to access and use the Merchant Payment Services after we have provided you any price changes, you are agreeing to such changes. All fees due in connection with the Merchant Payment Service are non-refundable, whether such fees are set-up fees, transaction fees, monthly subscription fees, or other fees. You may incur price increases should you request changes to Merchant Payment Services offerings, including, without limitation, moving Merchant Payment Services from QuickBooks Online to QuickBooks Desktop, and notwithstanding anything to the contrary in the Section A Terms, you agree to pay the increased fee starting on the date of confirmation of your Merchant Payment Services offering change. You agree to immediately pay us all fees set forth in your Merchant Application, the Pricing Schedule, and/or in other provisions of these Merchant Payment Terms. You agree that you will also be responsible for any Chargebacks and any fees, fines, or penalties assessed to us or to you by any card or payment network as a consequence of your use or misuse of the Merchant Payment Services or your card processing activities. You agree that we may collect fees and other amounts owed under these Merchant Payment Terms by different means, including but not limited to netting against the proceeds of your processing activity; debiting your Bank Account, Reserve Account, or any other account you may have at any financial institution; or exercising any other legal rights and remedies we may have under law or equity. You agree, unless you are a Quebec Consumer, that we may collect reasonable fees (including attorney’s fees) arising out of, or related to, our efforts to collect fees or other amounts from you. If you wish to dispute payment to, or collection by Intuit of any fee, you must provide written notice of such dispute within forty-five (45) days after you received a statement containing the fee, as described in Section F.14 below.

F.7 Limits. We may establish processing limits and assign a maximum dollar amount per transaction and/or an aggregate maximum dollar amount per calendar month (or any other time period we designate) that you may process using the Merchant Payment Services. You may request an increase in your per transaction limit or your aggregate processing volume by submitting a request to us. Any increase shall be at our sole discretion, and we reserve the right to reverse and decrease any maximum amounts previously authorized. Any increase granted by us may be conditional upon and require the establishment of a Reserve Account (defined in Section F.12 below). You agree that your activity will remain consistent with approved processing limits. Intuit or an applicable third party provider may require additional documentation if you exceed your approved processing limits and you agree to promptly provide such documentation upon request. You agree that Intuit or a third party provider, as applicable, may, in its sole discretion, elect not to process transactions over your approved aggregate processing volume or per-transactions limits, and/or to suspend or terminate your Merchant Account in the event of over-limit transactions.

F.8 Settlement of Transactions. Intuit will accept all valid transactions processed by you under these Merchant Payment Terms and shall present the same to the appropriate financial institution for collection against your customer's or payor's account. Settlement of all transactions is subject to these Merchant Payment Terms and applicable Rules. Intuit may provisionally credit to you the value of a processed transaction but reserves the right to adjust amounts credited to you to reflect the value of Chargebacks, fees, penalties, the difference in currency exchange if the Chargeback amount is greater than the original sale, issuer claims, and items for which Intuit did not receive final payment for any reason. We may refuse to accept any transaction or revoke our prior acceptance or settlement of a transaction in the following circumstances: (a) the transaction resulting in a receipt that was not made in compliance with all the terms and conditions of these Merchant Payment Terms; (b) a customer or payor disputes their liability for any reason, including but not limited to those Chargeback rights provided in the applicable Rules; (c) a transaction resulting in a receipt that was not directly between you and a cardholder or payor; or (d) a transaction that is outside the parameters indicated on the Merchant Application. You agree to pay for any amount previously credited to you and not accepted or later revoked by Intuit. Intuit will not be liable for any claims or damages arising from your use of any third parties, including service providers who submit your transactions to us on your behalf. Intuit does not recommend or endorse any third parties even if such provider is using our API's (Application Programming Interface) to access your information or deliver you services. You authorize Intuit to share your information with nanopay and acknowledge that you will be subject to the nanopay Terms of Service and privacy policy, and Intuit will not be able to control their use of your data. You acknowledge that in some circumstances an applicable third party provider, including nanopay, can contact you directly in connection with the Merchant Payment Services. Additionally, the third party provider's operations, service performance, or restrictions may impact the Merchant Payment Services. You acknowledge that Intuit is not responsible for acts of any third party, including any delays, security breaches, or any failure to settle transactions with you due to reasons not within our control, such as inaccurate information or fraud.

F.9 Payment Instrument; Business PAD Agreement. You will need to establish and maintain a debit-enabled account (“Payment Instrument”) at a Canadian depository financial institution of your choice to facilitate payment of fees to Intuit and the transfer of amounts due to you from your Merchant Account. You irrevocably authorize Intuit, our sponsor banks and any other applicable third party provider to immediately debit your Payment Instrument for any and all fraudulent transactions, any negative balance in your Merchant Account, for current and past due fees, payment equipment rentals/purchases, fines, penalties, or any amounts you owe us under these Merchant Payment Terms. You agree that Intuit shall not incur any liability for any loss, costs, or fees incurred by you that are the result of such debits by us. We may, for our purposes or on behalf of a third party provider take reasonable steps to verify your Payment Instrument information, for example, by requiring you to provide us a cancelled check or by debiting and crediting micro-deposits into your Payment Instrument, including on a recurring basis. You agree that you will not change your Payment Instrument without our prior consent, which will not be unreasonably withheld. If you do not obtain such prior consent, Intuit may immediately terminate this Agreement.

By putting your Payment Instrument on file with Intuit Canada ULC, you agree to this pre-authorized debit agreement (“PAD Agreement”). This PAD Agreement is an electronic pre-authorized debit agreement that you are entering into for business purposes to allow us to debit your designated bank account, and is subject to the rules of Payments Canada. Filling out the fields with your personal information is your consent for its use as an electronic signature, only for this PAD Agreement.

You authorize us, nanopay X-Border Corporation, and your financial institution, to debit your Payment Instrument for any amounts arising from your use of our Merchant Payment Services, including daily for recurring, variable transaction fees (as incurred) and from time to time for any other fee, chargeback, refund or any other fine, penalty or other amount that may be owing by you pursuant to these Merchant Payment Terms (such as NSF fees and other fees listed in Table 3 above). These amounts will change depending on the Merchant Payment Services provided to you. You acknowledge and agree that payments made under this PAD Agreement may be for different amounts and on various dates and that when any amounts become due by you under these Merchant Payment Terms, you instruct and authorize us, nanopay X-Border Corporation and your financial institution to debit your designated bank account for such amounts on such due date, or if such date is on a weekend or statutory holiday, on the next business day. We may provide you with notice prior to charging you but, to the extent possible under applicable law, YOU WAIVE ANY RIGHT TO RECEIVE ADVANCE NOTICE OF EACH PREAUTHORIZED CHARGE.

If payment using this Payment Instrument fails for any reason, you authorize us to charge other payment instruments you may have on file with Intuit under the terms of this PAD Agreement. You can change your Payment Instrument in your account settings. We may amend this PAD Agreement on notice of at least 30 days and your continued use of Merchant Payment Services constitutes your acceptance of amended terms.

The authorization in this PAD Agreement will remain in place as long as you use our Merchant Payment Services, cancel this PAD Agreement by contacting us, or revoke your PAD Authorization on written notice of at least 30 days at 5100 Spectrum Way Mississauga, ON L4W 5S2 Canada Attn: Customer Care. By cancelling this PAD Agreement, you agree to cancel your use of our Merchant Payment Services. We may also cancel this PAD Agreement at any time upon notice to you. Cancellation is not effective until we, as well as the provider of your Payment Instrument, reasonably can act on it. Cancellation of this PAD Agreement does not relieve you of your obligation to pay us for all owed amounts. You may obtain a sample cancellation form, or further information on your right to cancel a PAD Agreement, at your financial institution or by visiting www.payments.ca.

You have certain recourse rights if any debit does not comply with this agreement. For example, you have the right to receive reimbursement for a debit that is not authorized or is not consistent with this PAD Agreement. To obtain more information on your recourse rights, you may contact your financial institution or visit www.payments.ca. The choice of law and dispute resolution provisions set forth in Section A of the Agreement govern.

F.10 Your Merchant Account. Following approval of your Merchant Application, you must open a merchant service account with us (“Merchant Account”) to use the Merchant Payment Services. The proceeds from your card and other payment transactions processed using the Merchant Payment Services (“Settlement Funds”) will be recorded in your Merchant Account before we transfer funds to your Bank Account. Settlement Funds do not constitute a deposit you have with us, will bear no interest, and are not eligible for insurance with the Canada Deposit Insurance Corporation (the “CDIC”).

F.11 Intuit Security Interest. These Merchant Payment Terms will constitute a security agreement under the relevant Personal Property Security Act in the province in which you reside, and if you reside in the Province of Québec, these Merchant Payment Terms will constitute a hypothec and pledge under the Civil Code of Québec. If you owe a debt to us, either now or in the future, you grant a security interest in (and, for the purposes of the laws of the Province of Québec, you hypothecate and pledge) all of your various accounts (standing in the name of Merchant and Guarantor alone or in a joint account, including any affiliated companies of Merchant and Guarantor, whether established or maintained pursuant to these Merchant Payment Terms or not), including all funds credited thereto and all monetary claims relating to such funds, to us to secure any such debt. You agree that we may use funds in any of your accounts to pay all or part of any debt you owe to us. You irrevocably consent to Intuit using any means available to locate any such accounts until such time all amounts due have been paid. You grant to us a security interest in and lien upon (and, for the purposes of the laws of the Province of Québec, a hypothec and pledge on): (a) all funds representing amounts owing to you at any time under these Merchant Payment Terms or any other agreement between us from your Merchant Account, regardless of the source of such funds, and all monetary claims relating to such funds; (b) all funds at any time in the Reserve Account, regardless of the source of such funds, and all monetary claims relating to such funds; (c) present and future card or other payment transactions; (d) all funds at any time in your Bank Account, regardless of the source of such funds, and all monetary claims relating to such funds; (e) your electronic terminal, printer, imprinter and imprinter plate; and (f) any amounts that may be due to you, or that may become due to you, under this these Merchant Payment Terms or any other agreement between us, including, without limitation all rights to receive any payments or credits under these Merchant Payment Terms and all monetary claims and other claims relating to such amounts (collectively (a) – (f), the “Secured Assets”). Upon our request, you agree to provide additional security interests, hypothecs, pledges and liens so required to secure your obligations under these Merchant Payment Terms. These security interests, hypothecs, pledges and liens granted hereby will secure all of your obligations under these Merchant Payment Terms and any other agreements now existing or later entered into between you and us, including but not limited to, your obligation to pay any amounts due and owing to us. We may exercise and enforce these security interests, hypothecs, pledges and liens without notice or demand of any kind to you, including but not limited to, by making immediate withdrawals from, or freezing of, your Secured Assets. Upon our request, you agree to execute one or more financing statements or other documents as applicable to evidence our security interests, hypothecs, pledges and liens, and agree that we may file or record any such financing statements or related or similar documents as may be applicable. You represent and warrant that no other person or entity has any security interest in and you have not hypothecated and pledged any of the Secured Assets. With respect to our security interests, hypothecs, pledge and liens, we will have all rights afforded under the applicable personal property security act (and for the purposes of the laws of the Province of Québec, the Civil Code of Québec), other applicable law or in equity. You must obtain written consent from us prior to granting a security interest of any kind in or a hypothec or pledge on any of the Secured Assets to any third party. You authorize and appoint us as your attorney-in-fact (and in the Province of Québec, as your mandatary) to sign your name to any financing statements or other documents used in connection with any security interests, hypothecs, pledge and liens granted hereunder. Notwithstanding anything to the contrary contained in these Merchant Payment Terms, the laws of the Province of Québec will apply to the grant of the hypothec and pledge herein. The hypothec and pledge granted by you to us above are granted for an amount of CAD$100,000. The foregoing amount of the hypothec is set herein to satisfy the requirements of the law in Québec and may not always reflect the actual amount of your obligations to us. You further consent that all funds held in the Reserve Account, any monetary claim related to such funds and any other monetary claim that you have against us shall secure all of your obligations under these Merchant Payment Terms and any other agreements now existing or later entered into between you and us, including but not limited to, your obligation to pay any amounts due and owing to us.

F.12 Reserve Account. Upon our request and for the purpose of providing a source of funds to pay us for amounts you owe, you agree that we may place in an account, maintained and solely controlled by us, initially or at any time in the future, sums sufficient to satisfy your current and/or future obligations (“Reserve Account”). You agree that we shall have the right to hold funds in such Reserve Account as long as we deem necessary. We may, at any time, require that the amount on deposit in the Reserve Account be increased, and we shall have sole discretion as to the amount needed in the Reserve Account. Your obligation to maintain a Reserve Account shall survive termination of this Agreement for a minimum period of two hundred and seventy (270) days or longer after the termination date or after the date of your last transaction, depending on your product and business practices. After such time, any balance that remains in the Reserve Account will be returned to you unless the funds are subject to an investigation related to potential fraudulent transactions, or if such funds are subject to lien demands related to the applicable personal property security act, tax levies, enforcement of judgment proceedings, restraining notices, or other legal process or demands made or known to us. Unless expressly agreed in writing, the Reserve Account will not bear interest. Intuit shall have the right to debit funds in the Merchant Account, Bank Account, or any other deposit account maintained by you (Merchant or Guarantor) to establish, increase, or maintain funds in the Reserve Account. We may deposit into the Reserve Account funds we otherwise would be obligated to pay you, for the purpose of establishing, increasing, or maintaining the Reserve Account in accordance with this Section F.12, if we determine such action is reasonably necessary to protect our interests. You understand and agree that if you are required to establish a Reserve Account, you have an obligation under these Merchant Payment Terms to maintain at all times a balance in the Reserve Account determined by us that is sufficient to protect us against any actual or potential losses resulting from any payment transactions initiated by you, from any claims asserted against you, your Merchant Account, or your Reserve Account, and from any claims asserted against us, or any relevant third parties, based on your conduct related to these Merchant Payment Terms. We may, without notice to you, apply funds deposited in your Reserve Account against any outstanding amounts you owe to us under these Merchant Payment Terms or under any other agreement between you and us. Also, we may debit your Reserve Account to exercise our rights under these Merchant Payment Terms to collect any amounts due to us, including without limitation, rights of recoupment and set-off.

F.13 Intuit Right of Recoupment and Set-off. To the extent permitted by law, Intuit shall have the right of recoupment and set-off under these Merchant Payment Terms. This means that we may offset any outstanding or uncollected amounts owed to us from: (a) any amounts owed to you that we otherwise would be obligated to deposit into your Merchant Account; (b) any other amounts we may owe you under these Merchant Payment Terms or any other agreement; (c) the Bank Account which you may have associated with your Merchant Account; and (d) the Reserve Account. You acknowledge that in the event of a bankruptcy, insolvency or any other liquidation, conservatorship, assignment for the benefit of creditors, moratorium, receivership, arrangement or other similar proceeding, in order to preserve or substitute value where pre-existing security is diminished by the granting of prior ranking charges to secure debtor-in-possession or interim financing, court ordered administration or other charges, or where pre-existing security is otherwise diminished, you must create, maintain, or increase the amounts in a Reserve Account as required by us, and we will have the right to offset and recoup against the Reserve Account for any and all obligations which you may owe to us, without regard to whether the obligations relate to payment transactions initiated or created before or after the filing of the bankruptcy petition, to the fullest extent permitted by law.

F.14 Billing Errors; Your Right to Request Investigation. If you suspect an error in your payment transaction statement or history, you must notify us in writing. You must include in your written request for investigation: (a) your name; (b) business name; (c) Bank Account number; (d) the dollar amount of the asserted error; (e) a description of the asserted error; and (f) an explanation of why you believe an error exists and the cause of it, if known. Intuit must receive your written notice within forty-five (45) days after you received a statement containing the asserted error. If you fail to notify us within forty-five (45) days, you will be deemed to have accepted the fees and charges as set forth in the applicable statement and we will have no obligation to investigate the error or refund any such amounts to you. We will advise you of the results of our investigation if we conduct one, and if we have made an error, we will correct it promptly. If we determine that there was no error, we will send you an explanation of the determination. You may ask for copies of the documents that we used in our investigation.

F.15 Chargebacks. Customers may dispute transactions, which may lead to a payment transaction being reversed or returned, otherwise known as a “Chargeback.” Intuit does not decide what transactions are charged back and Intuit does not determine the ultimate resolution of a Chargeback. Your customers may be able to successfully charge back a transaction even though you have provided your goods or services to the customer. You are responsible for all Chargebacks and will be liable to us for the total amount of any sale for which a customer disputes the validity of the sale, plus any applicable Chargeback fees imposed by us or a third party provider, including VISA and MasterCard chargeback arbitration fees. You authorize us to offset from incoming transactions and to debit your Merchant Account, Bank Account, and/or the Reserve Account to recover any Chargebacks plus any applicable Chargeback fees imposed by us or a third party provider, including VISA and MasterCard chargeback arbitration fees. You agree to fully cooperate with us in complying with the Rules (as said term is defined in Section F.19 below) regarding Chargebacks, including any request for documentation. We may suspend the Merchant Payment Services and stop releasing funds until you reimburse us for all unpaid Chargebacks. You must not re-enter or reprocess any payment transaction that has been charged back.

F.16 Excessive Chargebacks. Excessive Chargebacks are a breach of these Merchant Payment Terms and this Agreement and cause for immediate termination of the Merchant Payment Services, as well as additional excess Chargeback fees that might be imposed by our sponsor banks and card or payment network. “Excessive Chargebacks” means chargebacks during any monthly period and for any one of your terminal identification numbers or merchant identification numbers, including: (a) Chargebacks and/or retrieval requests in excess of 1% of the average monthly dollar amount of transactions; (b) processing a transaction conducted in the ordinary course of business above the processing limits or amount approved by us. You authorize us, upon the occurrence of Excessive Chargebacks, to take additional actions we may deem necessary, including, but not limited to, suspension of the Merchant Payment Services or creation or maintenance of a Reserve Account in accordance with these Merchant Payment Terms. You acknowledge and agree that Intuit may be required to report your name to law enforcement and any other third party including but not limited to the card or payment networks, such as for inclusion into VISA Terminated Merchant File, MasterCard MATCH, or any other prohibited merchant list in the event of fraud, counterfeit, unauthorized transactions, highly suspect activity, Chargebacks, Excessive Chargebacks, or if we terminate your access to the Merchant Payment Services. You agree to such reporting and waive any claims against Intuit as a result of such reporting.

F.17 Unusual Activity; Holds; Risk Reviews. If we or an applicable third party provider believe, in our or such third party provider’s sole discretion, there is unusual activity on your Merchant Account, we or, as applicable, such third party provider may, temporarily suspend your access to Merchant Payment Services, move your Settlement Funds into a Reserve Account, place holds on your Settlement Funds that delay or suspend disbursement, and/or terminate the Merchant Payment Services at your cost and expense. Unusual activity includes, but is not limited to: (a) changes in your average transaction amount or processing pattern; (b) monthly percentage of different transaction types; or (c) Excessive Chargebacks. We may, in our sole discretion, place holds on your transactions or Merchant Account to otherwise protect against potential risk or fraud. Reasons for holds are proprietary to Intuit and may be based on multiple factors, including, but not limited to: (i) no or limited payments processing history with Intuit; (ii) past performance or standing of your Merchant Account, including return or dispute rates; or (iii) sales of higher risk goods or services. You understand and agree that our evaluation of risk may result in your ineligibility for certain Merchant Payment Services, such as those enabling faster funding than standard deposit timing. We will notify you in the event that you do not qualify for these Merchant Payment Services and/or if you later become eligible. Intuit or an applicable third party provider reserves the right, in its sole discretion, to review and either clear or cancel the transaction. If a transaction is cleared, Intuit will provide notice to you. Otherwise, Intuit will cancel the transaction and Settlement Funds may be returned. Intuit or any applicable third party provider will have no liability for any losses, either direct or indirect, which you may attribute to any hold, review, or other delay or suspension of fund disbursement. If we or a third party provider hold or review a batch transaction, you acknowledge that the customer's product or service must be delivered just as if you have been paid. Further, if a batch or a transaction is subject to a hold or review, you acknowledge that fees associated with the transactions will be charged.

F.18 Acceptable Use Policy; Other Intuit Policies. The Acceptable Use Policy and any updates there to apply to your use of the Merchant Payment Services. The Acceptable Use Policy restricts use of the Merchant Payment Services in connection with certain types of prohibited merchants, activities and business types, and transactions. If you are engaged in any of the prohibited merchant categories, activities and business types, or transactions described in our Acceptable Use Policy, you are not eligible (or may become ineligible) to use the Merchant Payment Services. From time to time, Intuit may publish additional guidelines, policies, and rules (collectively, the "Intuit Policies") governing your use of the Merchant Payment Services. To the extent Intuit Policies apply to you, you agree to use the Merchant Payment Services in a manner consistent with such policies and to provide any information we deem necessary to verify your compliance with such Intuit Policies.

F.19 Compliance with Law, Card Network, and Payments Canada Rules. In connection with your use of Merchant Payment Services, or in the course of your interaction with your customers or us, you agree to comply with all laws and regulations applicable to you, your business, and the Merchant Payment Services. By using the Merchant Payment Services, you represent and warrant that: (a) you are not located in a country that is subject to Canadian sanctions administered by the Department of Foreign Affairs, Trade and the Development Canada and Public Safety Canada (collectively, the “Departments”); and (b) you are not listed on any Canadian sanction lists of prohibited or restricted parties. You further agree to use Merchant Payment Services in a manner that is consistent with all rules and operating regulations issued from time to time by: the credit card networks (i.e. VISA, MasterCard, Discover, Apple Pay, etc.); the Payment Card Industry, including but not limited to the Payment Card Industry Data Security Standards (“PCI DSS”) and Payment Application Data Security Standard (“PA-DSS”); (collectively, “Rules”). The Rules are incorporated into these Merchant Payment Terms by reference. The current versions of the Rules may be viewed on the Legal Documents Page. You also agree not to request or card transaction that violates the laws of Canada, which include, but are not limited to, sanctions enforced by the Departments.

F.20 Prohibited Processing Practices. The following payment processing practices are prohibited under these Merchant Payment Terms:

● You may not split transactions on multiple cards or other payment transactions except where: (a) partial payment is entered on a transaction record and the balance of the transaction amount is paid in cash or by check at the time of transaction; or (b) the amount represents a prepayment in a card transaction completed in accordance with Section F.22 of these Merchant Payment Terms and any applicable Rules.

● You may not separate goods and services purchased in a single transaction at one time on different transactions or payment receipts, except: (a) for purchases in separate departments of a multiple department store; (b) for installment payments; or (c) for delayed or amended charges governed by Rules for travel and entertainment merchants and transactions.

● You may not use the Merchant Payment Services to accept amounts representing the refinancing of an existing uncollectible obligation, debt, or dishonored check of a customer.

● You may not present for processing or credit, directly or indirectly, any transaction not originated as a result of a payment transaction directly between you and a payor.

● You may not present for processing or credit any transaction you know, or should know, to be fraudulent or not authorized by a cardholder, payor, or customer.

● You may not receive any cash payments from a customer for charges included in any card processing transaction resulting from the use of a credit or debit card.

● You may not receive any payment from a payor or customer to prepare and present a transaction for the purpose of effecting a deposit to that customer or payor's account.

● You may not deposit any transaction for the purpose of obtaining or providing a cash advance either on a card or other payment instrument owned by you or any other party. You agree that any such deposit or any use of the Merchant Payment Services to process your own cards shall result in immediate termination of your right to use the Merchant Payment Services.

● You may not deposit duplicate transactions and will be solely responsible for the full amount of any duplicate transactions.

● You may not accept or deposit any fraudulent transaction and may not present for processing or credit, directly or indirectly, a transaction which originated with any other merchant or any other source. If you deposit any such transactions, we may hold funds and/or demand a Reserve Account.

● You may not disburse funds in the form of traveler’s checks, if the purpose is to allow the payor or customer to make a cash purchase of goods or services rendered back to the issuer.

● You may not add any tax or surcharge to transactions, unless applicable law expressly allows or requires you to impose such tax or surcharge. If any tax or surcharge amount is allowed, such amount must be included in the transaction amount and shall not be collected separately.

F.21 Web, Phone, and Mai-Based Processing and Recurring Payments; Lodging and Vehicle Rental Transactions. If you accept payment by web (“IO”), phone (“TO”), mail (“MO”), or pre-authorized (“PO”) order, a transaction receipt may be completed without the cardholder's or payor’s signature or an imprint, but in such case, you agree to create a receipt containing the card number, expiration date, transaction date, an authorization number, the sale amount, and the letters "IO","TO", "MO", or "PO" as appropriate. Your name and the city and province of your business must also be included. Receiving an electronic authorization shall not relieve you of liability for Chargebacks on any transaction for which you did not obtain an imprint and the cardholder's signature. You agree to use reasonable procedures to mitigate payment card and identity fraud. If a product is being shipped, your customer must be given the shipping date of the product once the sale is processed. If you prohibit refunds in certain circumstances, you may still receive a Chargeback fee relating to such sales pursuant to applicable Rules. You agree not to accept credit card sales via email. For any recurring transactions, you must obtain a request either written or in another form, from a customer for such goods and services to be charged to the customer's account, and such request must specify the transaction amounts to be charged to the cardholder's account, the frequency of the recurring charge, and the duration of time during which such charges may be made. You agree not to complete any recurring transaction after receiving a cancellation notice from the cardholder, Intuit, or in response to an electronic authorization request, which indicates that the card will not be honored. You agree to include "Recurring Transaction" on the signature line of the receipt. You agree to provide a copy of the written request to a cardholder's issuing bank upon request and must retain a copy of written request for one (1) year after the agreement between you and the payor is terminated. For multi-year agreements, you shall renew the written request with the cardholder annually during the 12th month of the current agreement. For lodging or vehicle rental transactions, you must estimate and obtain an electronic authorization for the amount of the transaction based upon the cardholder's intended length of stay or rental. Additional electronic authorization must be obtained and recorded for charges actually incurred in excess of the estimated amount.

F.22 Prepayments. You agree that a transaction shall be presented to us for processing prior to delivery of goods or services, only where, at the time of the transaction, the cardholder agrees. Where customized, special order customers must agree to a properly disclosed delayed delivery terms for the goods or services. You agree that when authorization for delayed presentment is provided, the word “Prepayment” or something substantially similar must be disclosed to the cardholder. Additionally, you agree to provide and obtain consent to all of the following in writing at the time of the first, or only, partial prepayment, or at the time of full prepayment:

● Description of promised merchandise or services;

● Terms of service;

● Timing of delivery to cardholder;

● Transaction amount;

● Full cancellation and refund policy including date and time that any cancellation privileges expire (partial) or refund (full prepayment) without prepayment forfeiture;

● Total purchase price; and

● Any other charges (e.g., taxes).

Furthermore, the transaction receipt must include all required receipt elements plus the following prepayment content:

● Prepayment amount;

● For cancellations, the cancellation confirmation;

● For partial payments, the word “Deposit” or “Partial Payment”;

● For balance payments, the word “Balance”; and

● For full prepayment, the word “Prepayment” and the scheduled start date or delivery date of merchandise or services.

F.23 Use of Card Network Trademarks and Other Payment Program Marks. You must prominently display the promotional materials provided by us at your place(s) of business. Use of promotional materials and use of any trade name, trademark, service mark, or logo type (“Marks”) associated with various card or payment networks shall be limited to informing the public and your customers that certain card types are accepted at your place(s) of business. You may use promotional materials and Marks during the term of these Merchant Payment Terms but shall immediately cease their use and return any inventory to us upon termination of this Agreement. You agree not to use any promotional materials or Marks in any way that implies that a card or payment network or Intuit endorses any goods or services that your business provides to customers or payors. Your use of VISA, MasterCard, Discover, Apple Pay, and debit card network Marks will fully comply with their applicable Rules.

F.24 Accepting Credit, Debit Cards and Electronic Funds Transfer; Minimum Credit, Debit Transaction or Electronic Funds Transfer Amount. You agree to accept all valid credit and debit card types and brands properly presented by a payor or cardholder for payment for goods or services without discrimination. When accepting a credit or debit card, you agree to: (a) determine whether the card is valid; (b) obtain an electronic approval or authorization (see Section F.26 below) before completing a sale, or obtain an imprint of the card (including cardholder's signature) unless a receipt is electronically generated from a swiped transaction or is the result of a web, phone, mail, or preauthorized order; (c) have reasonable practices in place to verify the cardholder's or payor's identity; (d) deliver a copy of the customer receipt to the cardholder or payor at the time of delivery of the goods or performance of the services or point of sale; and (e) be able to reproduce without alteration a legible receipt containing the cardholder's name, account number, expiration date, and your business name and location. You may establish a minimum transaction amount for accepting credit card transactions so long as such amount does not exceed CAD $10.00, or other amount established by law, and such minimum transaction size requirement does not discriminate between card networks. You may not require a minimum transaction amount for debit card transactions. You may offer discounts or in-kind incentives for payment by the use of cash, checks, debit cards, or credit cards, and the terms of the discount or in-kind incentives may differentiate on the basis of the issuer of the card or payment network. Any discounts must be clearly marked at the point-of-sale. You shall not accept a card as payment (other than for a mail order, telephone order, or preauthorized sale to the extent permitted under these Merchant Payment Terms) if the cardholder seeking to use the card does not present the card to permit you to examine it and obtain an imprint or otherwise use the physical card to complete the transaction.

F.25 Your Return Policy; Adjustments, Credit Vouchers. You agree to post your exchange or return policy in accordance with applicable Rules. If any of the following are applicable when merchandise is returned, you must disclose it to your customers before a payment transaction is processed: (a) no refund, or less than a full refund, will be given; (b) returned merchandise will only be exchanged for similar merchandise of comparable value; (c) only a credit toward purchases will be given; or (iv) special conditions or circumstances apply to the sale (e.g., late delivery, charges, or other noncredit terms). Disclosures must be made on all receipt copies in letters approximately 1/4" high in close proximity to the space provided for the customer's or payor's signature on the sales or transaction receipt, and issued at the time of sale. If you do not make these disclosures, a full refund in the form of a credit to the customer's or payor's account must be given. You agree not to refund cash to a customer or payor who paid for the item by card. You must provide a credit to the same card on which the original transaction was processed. If you accept any goods for return or terminate or cancel any services, in conjunction with each such transaction, you agree to have sufficient funds in your Merchant, Reserve, or Bank Accounts to which we have access to cover the amount of the transaction and any related fees.

F.26 Proper Electronic and Customer Authorization; Customer Receipts with Respect to Credit, Debit and Electronic Funds Transfer. You must obtain electronic authorization for all electronic funds transfer, credit and debit card transactions. If you cannot, for any reason, obtain an electronic authorization, you must request a voice authorization from a designated authorization center, and legibly print the authorization number on the customer receipt and on your copy of the receipt. You may not attempt to obtain an electronic authorization on a closed bank account and/or an expired credit or debit card. All transactions using an expired or otherwise invalid card may not be processed and the transaction will be deemed invalid. You agree to use reasonable efforts to retain or recover a card when receiving instructions upon making a request for an electronic authorization to retain a customer's card. In carrying out such obligation, you agree not to breach the peace or cause any injury to any account holder, cardholder, person, or property. You must also obtain a customer's or payor's authorization via methods acceptable to us or third parties and in accordance with the Rules prior to completing any card or payment transaction. You must follow any instructions received during the authorization process. Upon receipt of authorization, you may consummate only the transaction authorized. Where authorization is obtained, you will be deemed to have warranted the true identity of the customer as the account holder, cardholder, check writer, or payor. Transactions will be deemed invalid on cards that are expired whether or not an authorization has been obtained. Authorizations are not a guarantee of acceptance or payment of a transaction and do not waive any provision of these Merchant Payment Terms or otherwise validate a fraudulent transaction or a transaction involving the use of an expired card or other payment instrument. We or an applicable third party provider may refuse to authorize any transaction, and we and such third party provider are not liable to you if authorization for a transaction is not given. You will not have any claim against, or right to receive payment from an account holder, cardholder, payor, or customer in any payment transaction if we or an applicable third party provider refuse to authorize the transaction for any reason. You further agree to deliver to a customer, cardholder, account holder or payor at the time of the transaction a complete and legible receipt from a payment transaction or refund. You must retain the merchant copy of the receipt and/or confirmation in accordance with the applicable Rules and information security and confidentiality requirements for at least three (3) years following the date of completion of a card or other payment transaction (or a longer period if the Rules require).

F.27 Records; Requests for Copies. You must retain a copy of all customer receipts and/or confirmations and return/credit receipts and/or confirmations for at least three (3) years after the date of a payment transaction. Within three (3) business days of your receipt of any written or verbal request by our sponsor bank, our card or payment network, any of our third party providers or us, you agree to provide a copy of any requested transaction receipt. Your failure to deliver the requested documentation in the required timeframe may result in the transaction in question being charged back or us refusing to process said transaction.

F.28 Policy Violations; Action Upon Termination for Cause. If Intuit incurs any damages because you violate our policies, these Merchant Payment Terms, the Rules, any applicable laws, or otherwise cause Intuit to incur any expenses, we may terminate this Agreement and: (a) hold your funds up to two hundred and seventy (270) days; (b) fine you for each such violation; and (c) take legal action against you to recover additional losses, investigation costs, fines, or legal fees we may incur. Unless you are a Quebec Consumer, you acknowledge and agree that a fine of CAD $2,500.00 (“Set Damages”) for violations of these Merchant Payment Terms is presently a reasonable minimum estimate of Intuit's damages. This Set Damages amount is only applicable where Intuit is not fined or charged a penalty or fine by a third party for your violations; where Intuit is fined or charged a penalty or fine by a third party, Intuit may pass on those fines or penalties to you plus an administrative fee of CAD $500 per fine or penalty. Intuit may deduct the Set Damages and any fines, penalties, and fees directly from any existing balance in any account, including your Merchant Account, Bank Account, or Reserve Account.

F.29 Data Security (PCI Compliance); Payor/Cardholder Personal Information. The card networks (such as VISA and MasterCard) and the payment networks (such as Payments Canada) have similar standards for protecting sensitive payment information and cardholder or payor data. For example, the Payment Cards Industry Data Security Standards (“PCI DSS”) define the requirements that all entities that store, process, or transmit payment card data must comply with. You must ensure you have data security policies and processes in place to protect cardholder and payor payment and personal data in compliance with PCI DSS and Payments Canada security requirements. You must keep all systems and media containing account, customer, or transaction information (physical or electronic, including but not limited to account numbers and card imprints) in a secure manner to prevent access by or disclosure to anyone other than your authorized personnel. You must destroy in a manner that will render the data unreadable all such media that you no longer deem necessary or appropriate to store (except for receipts maintained in accordance with this Agreement (including these Merchant Payment Terms), laws, Rules, and policies). Further, you must take all steps reasonably necessary to ensure cardholder or payor payment information is not disclosed or otherwise misused. You may not require a cardholder to complete a postcard or similar document that includes the cardholder’s account number, card expiration date, signature, or any other cardholder account data in plain view when mailed. You may not retain or store magnetic stripe or CVV2, CVC2, or CID data after authorization. You agree that in the event of a breach, unauthorized access or compromise of payor or cardholder data, you will immediately notify us and provide us with detailed information relating to the breach or compromise. You may not request or use a cardholder or payor account number for any purpose other than as payment for its good or services rendered. You may not require cardholders to provide any personal information as a condition of honoring a card unless such information is required for delivery of the goods or services, or you have reason to believe that the person presenting a card may not be the actual cardholder. You agree that any service providers you may use for accessing, storing, transmitting, and processing cardholder data on behalf of Intuit in accordance with the record keeping requirements of this Agreement (including these Merchant Payment Terms), or any service provider you may use that controls or could impact the security of cardholder data, must be registered as authorized agents and Intuit must be notified of them. Furthermore, all agents must acknowledge compliance with PCI DSS.

Additionally, if you receive a user identification name or password from us to access our database or use the Merchant Payment Services (the “Account Access Password”), you will: (a) keep the Account Access Password confidential; (b) not allow any other entity or person to use the Account Access Password or gain access to our database; (c) be liable for all action taken by any user of the Account Access Password; and (d) promptly notify us if you believe the Account Access Password has been used inappropriately, or the confidentiality of the information made available through such use has been compromised.

You agree that any loss incurred as a result of any party gaining access to your Bank Account or Merchant Account or our website using information which that party was not authorized to obtain or using such information in a manner not permitted by these Merchant Payment Terms (including but not limited to improper or unauthorized use of the Account Access Password) shall be your responsibility.

F.30 Your Insolvency; Bankruptcy. You must immediately notify us of your insolvency or of any bankruptcy, receivership, assignment for the benefit of creditors, or similar action or proceeding initiated by or against you, whether or not such action or proceeding is under court supervision. Unless prohibited by applicable law, we have the right to terminate this Agreement upon the commencement of any such of these actions or proceedings, or upon your insolvency. You will include us on the list and matrix of creditors as filed with the Bankruptcy Court or as filed or submitted in any other insolvency-related action or proceeding, whether or not a claim by us may exist at the time of filing or commencement of such proceeding; failure to do so will also be cause for immediate termination of this Agreement or for any other action available to us under this Agreement, under applicable Rules, or under applicable law. You acknowledge that this Agreement constitutes an executory contract to make a loan, or extend other debt financing or financial accommodations to or for the benefit of you, and, as such, cannot be assumed or assigned in the event of your bankruptcy or any other insolvency-related proceeding or otherwise, without our expressed written consent.

F.31 Taxes. You are responsible for all taxes and other charges imposed by any governmental authority in connection with your use of the Merchant Payment Services. You are solely responsible for determining any and all taxes assessed or required to be collected, and/or paid by you in connection with your use of our Merchant Payment Services. Intuit may be required by law to report certain transactions that meet certain Canada Revenue Agency (“CRA”) requirements.

F.32 Your Consent to Electronic Communication; Code Complaint. As part of the Merchant Payment Services, or as required by law, Intuit may send communications to you that pertain to the Merchant Payment Services. You agree that Intuit and others who may administer such Merchant Payment Services (as applicable) may send communications to you via SMS/text, and email, and/or may make communications available to you by posting them at one or more of our websites. If you decide that you do not want to receive future communications electronically, write to us at Intuit Canada ULC, 5100 Spectrum Way, Mississauga, ON L4W 5S2 Canada; Attn: Customer Care Director or by contacting Customer Care. If you do not provide your consent to receive electronic communications, other than tax statements, Intuit reserves the right to discontinue the Merchant Payment Services or close your account. You may withdraw your consent to receive tax statements electronically at any time by contacting us as described above. In such case we will send your tax statements to you by mail. If you have consented to receive electronic communications but also wish to receive paper copies of any communication, you may request such copies, which will be sent via mail. If you have a complaint regarding Intuit’s compliance with the Code of Conduct for the Credit and Debit Card Industry in Canada you can submit a Code Complaint per the process detailed at: https://forms.gle/C8cJUWmg2dQ6fvE88. Intuit will respond to all Code Complaints in accordance with our Complaint Handling Procedures, a summary of which we have provided to you.

F.33 Intuit’s Use of Your Information. You agree that Intuit may maintain and use your information in accordance with the Intuit Global Privacy Statement. Intuit, at its sole discretion, may report information about you and your account to credit reporting agencies, fraud monitoring services, and other third-party vendors to the extent necessary to provide the Merchant Payment Services or to manage our risk. Intuit, at our sole discretion, may share your information with law enforcement, government agencies, attorneys, credit bureaus, fraud detection and monitoring services, or card or payment networks if we suspect fraud or unusual activity, for any debt collection purpose, or as otherwise specified in this Agreement.

F.34 Inactive Accounts; Unclaimed Property. Failure to present any transaction for clearing and settlement, or failure to add funds or access funds in your Merchant Account, for (a) the applicable time period as mandated or allowed by provincial law, or (b) twenty-four (24) months, whichever is less, may result in your Merchant Account being terminated and your funds remitted to your province of residency. At our sole discretion, we may suspend your access to the Merchant Payment Services in the event your Merchant Account has been inactive for six (6) months.

F.35 Your Representation and Warranties. Without limiting any other warranties under this Agreement, you represent and warrant that: (a) you have the right, power, and ability to enter into these Merchant Payment Terms on your behalf and the business entity on whose behalf you are acting; (b) that all information you provide to us is current and accurate; (c) all transactions submitted by you are bona fide transactions and in compliance with the Rules, these Merchant Payment Terms, and applicable law; (d) you will fulfill all your obligations to your customers and will resolve any customer disputes or complaints directly; (e) you will not use the Merchant Payment Services, directly or indirectly, for any fraudulent undertaking or in any manner so as to interfere with the operation of the Merchant Payment Services; and (f) your use of the Merchant Payment Services is in compliance with these Merchant Payment Terms. You agree (i) to comply with all applicable procedures related to accepting electronic funds transfers, credit or debit cards, and (ii) in the case of credit cards, the card payment transaction itself shall not involve any element of credit for any other purposes other than as set forth in these Merchant Payment Terms, and shall not be subject to any defense, dispute, offset or counter claim which may be raised by any payor or cardholder under any applicable laws or Rules. You agree that any reversal of a transaction initiated by you represents a bona fide refund or adjustment on a payment transaction.

F.36 Termination, Effect of Termination; Fee Changes; Payment Card Network Rate Reductions. Intuit may immediately, in its sole discretion and without notice, terminate the Agreement or suspend the Merchant Payment Services with or without cause. If you are a Quebec Consumer, termination or suspension without cause will be effective after sixty (60) days’ prior written notice; please refer to Section 24 of Section A of the Agreement. Additionally, VISA or other card or payment networks or other third parties, as applicable, may suspend or terminate their Merchant Payment Services to you under the Agreement with or without notice. Upon termination by Intuit for any reason, you must immediately stop using the Merchant Payment Services. That means, for example, that you must cease requesting electronic authorizations, transmitting transaction receipts to Intuit, and using all card or payment network signage. Upon termination, any outstanding payments will become due. Any termination of the Agreement shall not affect Intuit's rights to any payments due. All Sections of these Merchant Payment Terms that by their nature should survive termination or expiration will remain in effect, even if this Agreement is terminated. Additionally, all of your obligations under these Merchant Payment Terms, which arise or are incurred prior to the effective date of termination, shall survive the expiration or termination of the Agreement. You may terminate the Agreement with respect to the Merchant Payment Services in the event we notify you of an increase in fees, or of any additional fees as a result of changes to the Pricing Schedule (pursuant to Section F.6 of these Merchant Payment Terms), without further cause or any penalty by providing us with written notice within ninety (90) days of receipt of the notice of increase or additional fees from us (a “Fee Increase Termination”). If we notify you of a reduction in an applicable payment card network rate (pursuant to a change to the Pricing Schedule notified to you under Section F.6 of these Merchant Payment Terms), but we do not pass-through the full savings of such rate reduction to you within ninety (90) days of the day that you received notice of the rate reduction, you may terminate the Agreement with respect to the Merchant Payment Services without further cause or any penalty by providing us with ninety (90) days’ written notice (a “Rate Reduction Termination”).

F.37 Service Providers. You acknowledge that Intuit outsources various services it provides in connection with the Services to affiliates and other service providers located outside of Canada. As such, you acknowledge that personal information (including personal information of you as Guarantor) may be processed outside of Canada and accordingly, subject to the legal requirements applicable in such foreign jurisdictions, for example, legal requirements to disclose information to government authorities in those jurisdictions and as such, the privacy protections applicable to personal information may not be the same as those available in Canada. In addition, you acknowledge that Intuit’s ability to offer the Merchant Payment Services as provided in these Merchant Payment Terms will depend upon the ability of Intuit’s affiliates and service providers to perform services for Intuit which will, in turn, be subject to the laws of the foreign jurisdictions where those affiliates or service providers are located. You agree that in the event a service provider or affiliate cannot or will not provide any of the supporting services to Intuit by reason that the service provider or affiliate would, by doing so, be in violation of any law, rule or regulation applicable to it if it provides such a service (a “Critical Event”), Intuit will have no liability to the Merchant from any resulting consequences of a Critical Event including, without limitation, termination or disruption in the Merchant Payment Services.

G. QUICKBOOKS BUSINESS NETWORK

The QuickBooks Business Network is a Service that provides you with the ability to connect with other QuickBooks customers, making it easier to complete transactions with other QuickBooks customers, including the ability to send and receive invoices to and from other QuickBooks customers.

After you create a QuickBooks account, you will be automatically added to the QuickBooks Business Network and can begin to use the QuickBooks Business Network in accordance with this Section G.

G.1. Availability

The QuickBooks Business Network is available to all QuickBooks customers whose primary address on file is within Canada.

G.2. Connecting with other QuickBooks customers

With the QuickBooks Business Network, you can search for other QuickBooks customers, such as, by business name. You can request to connect with other QuickBooks customers or receive requests from other QuickBooks customers. Once connected, you and the QuickBooks customer will be able to view each other's business information, including legal business name, company name, logo, business city, province/state and postal (or equivalent) code, business phone number, business email address and business website address that is associated with the QuickBooks account or otherwise provided to Intuit by you (“Business Information”). By agreeing to connect with another QuickBooks customer, you authorize us to share your Business Information with that QuickBooks customer. You are responsible for ensuring your Business Information is accurate and complete. You can change or update your Business Information and make other changes to your QuickBooks Business Network settings through your Account Settings.

G.3. Changing your visibility in the QuickBooks Business Network

If you no longer want to be visible in the QuickBooks Business Network, you can change your visibility settings through your Account Settings using this link here. Doing so will not affect your access or rights to your QuickBooks account. Turning your visibility off in the QuickBooks Business Network will not disconnect you from previously connected QuickBooks customers, and those connected QuickBooks customers may have saved you, and any of your Business Information, as a local contact in their QuickBooks account, and thus continue to have access to your information.

G.4. Modification of the QuickBooks Business Network

Intuit reserves the right to modify the QuickBooks Business Network from time-to-time, with or without notice to you. These changes may include additional features to enhance the QuickBooks Business Network experience and your interactions with other QuickBooks customers. We also reserve the right to change, from time-to-time, the conditions for eligibility and/or participation in the QuickBooks Business Network. Your continued use and participation in the QuickBooks Business Network will constitute your acceptance of such modifications and updated terms.

G.5. Prohibited uses of the QuickBooks Business Network

You may not use the QuickBooks Business Network for any of the following:

● Anything illegal.

● Anything related to sending spam (including any unwanted or unsolicited bulk email, postings, contact requests, mobile, text or other instant messages, or similar electronic communications) or phishing (including emails or other electronic communications intended to fraudulently or unlawfully induce recipients to disclose personal or sensitive information like passwords, dates of birth, Social Insurance Numbers, or financial information, or to gain access to accounts or records).

● Activity that is fraudulent, false or misleading (such as impersonating someone else).

● Activity that is harmful to you, Intuit or other Intuit customers, including stalking, posting terrorist or violent extremist content, communicating hate speech, harassment, or advocating violence against others.

● Infringing upon the rights of others, such as the unauthorized sharing of copyrighted material.

● Activity that violates the privacy of others.

● Marketing any products or services to other QuickBooks customers, without our consent.

● Resale or other distribution of the QuickBooks Business Network or its content, or otherwise disclosing Business Information that you obtain from the QuickBooks Business Network to any third party, including by creating lists or granting access to the QuickBooks Business Network to other persons.

● Accessing, or attempting to access, the QuickBooks Business Network, or any QuickBooks customer's information, for which you have no access authorization; obtaining, or attempting to obtain, any materials or information through any means not intentionally made available or provided for through the QuickBooks Business Network; or otherwise taking any action intended to circumvent any restrictions on access to or availability of information on the QuickBooks Business Network.

G.6. Suspension or termination of the QuickBooks Business Network

We reserve the right to suspend or discontinue offering the QuickBooks Business Network for any reason. Prohibited uses described above in Section G.5 and any unauthorized use of the QuickBooks Business Network, including, but not limited to, falsifying your Business Information, misusing the Business Information of other QuickBooks customers, or attempting to impersonate another QuickBooks customer, are strictly prohibited and will result in suspension and/or termination of your ability to use the QuickBooks Business Network and/or your QuickBooks account. We may otherwise block, restrict, suspend or terminate your use of the QuickBooks Business Network at any time without notice and for any reason, including if you violate these terms or any other agreements with us. If you are a Quebec Consumer, termination or suspension without cause will be effective after sixty (60) days’ prior written notice; please refer to Section 24 of Section A of the Agreement. You agree that we will not be liable to you or any third party for any suspension, cancellation or termination of your ability to use the QuickBooks Business Network.

G.7. When you close your QuickBooks account

If you close your QuickBooks account, you will no longer have access to the QuickBooks Business Network, nor will you be visible to other QuickBooks customers and your connections with other QuickBooks customers will be canceled. Note, however, that a previously connected QuickBooks customer may have saved you, and any of your Business Information, as a local contact in their QuickBooks account, and in such case, they may continue to have access to your information.

G.8. Our liability

We do not make any representations or warranties concerning other QuickBooks customers that appear in, or use, the QuickBooks Business Network, or the accuracy or completeness of any Business Information provided through the QuickBooks Business Network.

July 31, 2023