QUICKBOOKS ACCOUNTANT DIRECTORY PROGRAM AGREEMENT

  1. General Terms and Conditions
    1. Agreement Acceptance
      1. Agreement Acceptance. IMPORTANT – PLEASE READ: This QuickBooks Accountant Directory Program Agreement (“Agreement”), is made between you and Intuit Inc. and/or its subsidiaries and affiliates (“Soft”), is effective when you accept the terms of this Agreement and create your required account with Intuit (“Effective Date”). This Agreement describes the terms governing your enrollment and participation in the QuickBooks Accountant Directory Program (the “Program”). It includes by reference:
        1. Applicable Intuit’s Privacy Statement: https://security.intuit.com/index.php/privacy
        2. Additional terms and conditions, which may include those from third parties.
        3. Any terms provided separately to you for the Program, including, without limitation, the Program and Profile Listing requirements, Trademark Usage.
  2. Program Overview, Enrollment
  1. Overview The Accountant Directory Program (“Program”) is a member loyalty program that is available to eligible QuickBooks Online Accountant (“QBOA”)customers or customers purchasing the QuickBooks India licenses. To participate, you must have or create a QBOA account with Intuit. Accountant Directory Program members (“Members”) will be able to list themselves on QuickBooks India directory, and the listing will be available to all QuickBooks India customers.
  2. Enrollment. The Program is open only to legal residents residing in India, who are 18 years of age or older. When you create a QBOA account with a minimum of 20 licenses, you will be eligible to enroll in the Accountant Directory Program as a user. The login credentials for your QBOA account are the same as the login credentials for the Accountant Directory Program. When you enroll in the Program, you may be required to opt in to (or have already opted in to) receiving marketing messages from Intuit. Intuit may, in its sole discretion, sort registrants in an Accountant Directory Program account into different marketing-message groups such that not all Program Members receive the same marketing messages. You may opt out of receiving marketing messages from Intuit at any time and doing so will not affect your ability to participate in the Program, and you may still receive transactional emails from Intuit. You agree you will not sell, transfer or assign your membership or any membership rights. You are responsible for maintaining the confidentiality of your password and for restricting access to your computer (or other device, as applicable) so that others may not access your QBOA account and associated Accountant Directory Program account. Your enrollment and participation in the Program means that you agree to the terms and conditions as provided in the Agreement. As used in this Agreement, “you,” “your,” and “Member” are synonymous and refer to the person who enrolled in the Program reflected in Intuit’s records. By accessing, signing up, participating in, or otherwise using the Program you agree that:
    1. You can form a binding contract with Intuit;
    2. You are not a person who is prohibited from receiving the Services (as defined below) under the laws of the India or any other applicable jurisdiction;
    3. You are a resident of and located in the country where you have registered for the Program; and
    4. You will comply with this Agreement and all applicable local, state, national, and international laws, rules, and regulations, including import and export regulations.
  3. Find-A-Accountant Directory Profile Listing. Any Member who meets all Program and Profile Listing (as defined below) requirements may be entitled to publish only one Profile Listing on the Find-A-Accountant Directory. The Profile Listing on the Find-A-Accountant Directory does not constitute endorsement by Intuit. You agree to represent yourself truthfully and accurately, and with updated information about you and your business, including but not limited to any credentials, professional designations, expertise, location, and services. Intuit reserves the right, at its sole discretion, (1) not to publish a profile to the Find-A-Accountant Directory Directory; and (2) to remove any profile, at any time. Profile Listing requirements may include, but are not limited to:
    1. Adherence to all terms provided separately to you for the Program
    2. Member must be a resident of and located in the country specific to the Find-A-Accountant Directory;
    3. True and accurate information provided on the Profile Listing.
  1. Proprietary Rights. Member agrees that Member is not authorized or permitted to use the term or name “Member: QuickBooks Accountant Directory Program” or other permitted uses as provided in the Trademark Usage Restrictions herein or the Product Use Guide. Members agrees to abide by all of the Trademark Usage Restrictions and the Product Use Guide. Member further agrees that Member is not authorized or permitted by Intuit to use the trademarks “Intuit”, “QuickBooks”, “Accountant Directory”, “QuickBooks Accountant Directory”, “QB”, “QB Accountant Directory”, “QuickBooks Accountant Directory”, “QB Accountant Directory” or Intuit’s corresponding logo designs, or any other trademarks, trade names or domain names corresponding to or similar to Intuit’s marks — including but not limited to “Quick”, “Intuit”, “intuitive”, “intuition”, “intu”, “tuit”, “tui”, or phonetic equivalents) –in any Member products, services, domains, business source identifiers, or advertising, or in any way not expressly set forth in this Agreement. See additional information in the Trademark Usage Restrictions and the Product Use Guide.
  2. Data Processing and Privacy. You acknowledge that Intuit will process your personal information as described in our Privacy Statement (https://security.intuit.com/index.php/privacy) when you use our Program or Services. As a Member you further agree to maintain data privacy standards that are at least as restrictive and protective as our Privacy Statement. Any violation of our Privacy Statement or any unauthorized access, misuse, or collection of any client or customer personal information shall be considered a material breach of this Agreement.
  3. Protection of Interest
    1. Acknowledgment of Rights. Member acknowledges Intuit’s exclusive rights in all of its trademarks, trade names, logos (including, without limitation) and service marks (“Intuit Marks”) and all goodwill associated therewith, and acknowledge that any and all plain-text uses of Intuit Marks by you inure solely to the benefit of Intuit. You shall not challenge Intuit’s exclusive rights in and to the Intuit Marks. You shall not do anything that might harm the reputation or goodwill of Intuit or any of the Intuit Marks. You shall not take action inconsistent with Intuit’s rights in the Intuit Marks. You shall not adopt, use, or register any corporate name, trade name, trademark, service mark, internet domain name, or other designation confusingly similar to the Intuit Marks or incorporating in any way any of the Intuit Marks. If at any time you attempt to acquire any rights in, or registration(s) or application(s) of any kind for, containing or corresponding to the Intuit Marks by operation of law or otherwise, you will immediately and at no expense to Intuit assign such rights, registrations, names or applications to Intuit, along with any and all associated goodwill.
    2. Enforcement. In the event you become aware of any unauthorized use of the Intuit Marks by a third party, you should promptly notify Intuit in writing, and shall cooperate fully, at Intuit’s expense, in any enforcement of Intuit’s rights against such third party.
  4. Conduct of Business. You agree (a) to conduct business and provide services in a manner which reflects favorably at all times on the products, services, goodwill and reputation of Intuit; (b) to conduct business and provide services in full compliance with all applicable laws and regulations; (c) to conduct business and provide services in full compliance with all agreements you may have with Intuit, including but not limited to the Intuit Services (as described below), End User License Agreements or Terms of Services; (d) not to engage in illegal, deceptive, misleading or unethical practices; (e) not to make any statements, representations, warranties, or guarantees to customers that are inconsistent with the policies established by Intuit; (f) to provide support and services of the highest quality and integrity; and (g) to use best efforts to resolve any complaints or disputes with your clients regarding your services under the Program in a fair, ethical, and timely manner. Member agrees not to use or display any materials or content in its Profile Listing or website in a manner that is, as determined by Intuit in its sole discretion, defamatory, misleading, libelous, obscene or otherwise potentially damaging to the reputation of Intuit, or the goodwill associated with Intuit. You further agree that you will use the Program and its benefits to assist and counsel small business clients on their use of QuickBooks products, and not for any other purpose. If Intuit determines in its sole discretion that you are using the Program for any unauthorized purpose, for a purpose that conflicts with the goals of the Program, or otherwise in violation of Program requirements, we reserve the right to terminate all or any of the following: your membership, your Profile Listing, access to the Program, and QBOA account.
  5. Authorization. Member hereby authorizes Intuit and third parties authorized by Intuit to disclose and/or publish information regarding Member’s name, address and other contact information, expertise profile, and business profile in printed and/or electronic forms in any medium. By accepting this Agreement you hereby agree to your personal information and business information being used for purposes of verification and confirmation of your profile details, as part of the application process. Submitted copies of government issued IDs will be destroyed within 14 days following the processing of your application.
  6. Confidentiality. Intuit may from time to time provide you with confidential information. You acknowledge that such confidential information is the property of Intuit, its subsidiaries, affiliates or suppliers and a confidential trade secret of Intuit, its subsidiaries, affiliates or suppliers. You shall not reveal, disclose or distribute such confidential information in any form to employees, except on a need to know basis, or to any third party, except to the extent specifically authorized by Intuit in writing, and shall take all reasonable precautions to prevent unauthorized disclosure and use of such confidential information. This obligation of confidentiality does not apply to information which is (a) rightfully in the public domain other than by a breach of a duty to Intuit; (b) rightfully received from a third party without any obligation of confidentiality; (c) rightfully known to you without any limitation on use or disclosure prior to its receipt from Intuit; (d) independently developed by you; or (e) generally made available to third parties by Intuit without restriction on disclosure. You may not disassemble, reverse-engineer, or decompile any software that is provided to you by Intuit.Member agrees to return to Intuit immediately upon Intuit’s written request any confidential information Member has received in writing or other tangible form. Member acknowledges that the unauthorized disclosure or use of Intuit confidential information will cause irreparable harm to Intuit, and that accordingly, Member agrees that Intuit will have the right to seek and obtain injunctive relief in addition to any other rights and remedies Intuit may have at law or in equity.
  7. Idea Submissions. By submitting ideas, suggestions, proposed business plans or any other material to Intuit, Member acknowledges and agrees that Intuit will treat such submissions as non-confidential; Intuit can use the information without compensation to Member or to any other person or entity; and Intuit may have already developed, and is not restricted from developing, products, services or plans similar to or competitive with any described in such submissions from Member.
  8. Third Party Services. Certain services and products provided by third parties, and not by Intuit, are made available in connection with the marketing and distribution of QuickBooks in the Program (“Third Party Services”). You are responsible for reviewing, understanding and complying with the terms and conditions governing any Third Party Services, and your use of any Third Party Services indicates your acceptance of such terms and conditions. You agree that Intuit is not responsible for the performance of third parties in connection with the Third Party Services, and to indemnify Intuit for third party claims relating to your use thereof.
  9. Limitation of Liability & Indemnification. 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 paid at any time for the membership term services during the twelve (12) months prior to such claim. Subject to applicable law, Intuit, its affiliates and suppliers are not liable for any of the following: (a) indirect, special, incidental, punitive or consequential damages; (b) damages relating to failures of telecommunications, the internet, electronic communications, corruption, security, loss or theft of data, viruses, spyware, loss of business, revenue, profits or investment, or use of software or hardware that does not meet intuit systems requirements. The above limitations apply even if Intuit and its affiliates and suppliers have been advised of the possibility of such damages. This agreement sets forth the entire liability of Intuit, its affiliates and your exclusive remedy with respect to the services and its use.You agree to indemnify and hold Intuit and its Affiliates and Suppliers harmless from any and all claims, liability and expenses, including reasonable attorneys’ fees and costs, arising out of: (i) your use of the Services in breach of any laws or regulations; (ii) any breach by you of any third party rights (including intellectual property rights);(iii) your willful breach of this Agreement; or (iv) any other breach of this Agreement, (collectively referred to as “Claims”). Further, you agree to indemnify Intuit resulting from any suit or proceeding based upon a claim arising (i) by reason of your performance or non-performance under this Agreement; (ii) arising out of your use of the Intuit Marks in any manner whatsoever except in the form expressly licensed under this Agreement; (iii) a breach of any representation, warranty, or obligation made by Member contained in the terms of this Agreement, and/or (iv) for any personal injury, product liability, or other claim arising from the promotion and/or provision of products or services by you. 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.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. You agree to reimburse Intuit upon demand for any expenses reasonably incurred by Intuit in defending such claim, including, without limitation, attorney’s fees and costs, as well as any judgment or settlement of the claim or proceeding. In no event may you enter into any third party agreements which would in any manner whatsoever affect the rights of, or bind Intuit in any manner without the prior written consent of Intuit.
  10. Disclaimer of Warranties. THE PROGRAM IS PROVIDED “AS-IS” WITHOUT WARRANTY OF ANY KIND, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, INTUIT AND ITS SUPPLIERS DISCLAIM ALL OTHER REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE PROGRAM, ANY SERVICES PROVIDED BY INTUIT OR ITS SUPPLIERS, QUICKBOOKS OR OTHER SOFTWARE, ANY TRAINING GUIDE, AND/OR ANY OTHER RELATED MATERIALS INCLUDING THEIR FITNESS FOR A PARTICULAR PURPOSE, THEIR MERCHANTABILITY, OR THEIR NONINFRINGEMENT. MEMBER ACKNOWLEDGES AND AGREES THAT SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO CERTAIN MEMBERS. IN THAT EVENT, ANY IMPLIED WARRANTIES ARE LIMITED IN DURATION TO SIXTY (60) DAYS FROM THE EFFECTIVE DATE. HOWEVER, SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS IN DURATION MAY NOT APPLY TO CERTAIN MEMBERS. IN NO EVENT SHALL INTUIT OR ITS SUPPLIERS BE LIABLE FOR ANY AMOUNTS IN EXCESS OF THE FEES PAID BY MEMBERS TO INTUIT HEREUNDER FOR ONE MEMBERSHIP PERIOD, NOR SHALL INTUIT OR ITS SUPPLIERS BE LIABLE FOR DIRECT, INCIDENTAL, CONSEQUENTIAL, INDIRECT, OR SPECIAL DAMAGES OF ANY NATURE, INCLUDING WITHOUT LIMITATION, LOST BUSINESS OR PROFITS ARISING FROM ANY MATTERS UNDER THIS AGREEMENT, REGARDLESS OF WHETHER INTUIT OR ITS SUPPLIERS HAVE NOTICE OF THE POSSIBILITY OF ANY SUCH DAMAGES. THE REMEDIES SET FORTH HEREIN SHALL BE MEMBER’S SOLE AND EXCLUSIVE REMEDIES FOR ANY BREACH OF THESE TERMS AND CONDITIONS.INTUIT, ITS AFFILIATES AND SUPPLIERS DISCLAIM ANY REPRESENTATIONS OR WARRANTIES THAT YOUR USE OF THE PROGRAM WILL SATISFY OR ENSURE COMPLIANCE WITH ANY LEGAL OBLIGATIONS OR LAWS OR REGULATIONS.
  11. Term. The Program shall commence on the Effective Date and will continue, until and unless terminated as set forth in this Agreement (“Term”).
  12. Default and Termination.
    1. Intuit or Member may terminate Member’s enrollment in the Program at any time, with or without cause, by written notice to the other not less than THIRTY (30) DAYS before the effective date of such termination notice. Intuit may terminate Member’s enrollment in the Program for cause effective immediately and without notice in the event that: (i) Intuit determines in its sole discretion that Member has behaved unprofessionally or otherwise unacceptably towards any Intuit sales, customer service, or technical support agents; (ii) Intuit has received negative feedback on more than one occasion about a Member; (iii) Member fails to perform any of Member’s obligations under this Agreement or is otherwise in default hereunder and such failure or default remains unremedied for FIFTEEN (15) DAYS after written notice thereof; (iv) Intuit, in its sole discretion, determines that Member does not meet the criteria for enrollment in the Program, or any other Program Requirements, as determined by Intuit from time to time; (v) Member commits a felony; (vi) Intuit has reason to believe Member has engaged in an unlawful business practice; or (vii) any conduct or proposed conduct of Member exposes or threatens to expose Intuit to any liability or obligation, including any obligation under federal, state or local law.
    2. Additional termination provisions related to the termination of QuickBooks Certification status are as set forth in Section II: Exhibit A (“QuickBooks Certification Terms and Conditions”) of the Agreement.
  13. Effect of Termination. Upon expiration or termination of enrollment, regardless of the reason thereto: (a) All privileges and benefits of the Program will be immediately revoked; (b) Member shall immediately cease use of trademarks, names or terms under Exhibit A, Section 4 of this Agreement. Member shall also discontinue representing in all instances and locations (e.g., on materials, website, etc.) that Member is enrolled in the Program; (c) Member shall promptly return to Intuit all Intuit confidential information or certify in writing that it has destroyed such information; (d) all rights and licenses granted under this Agreement (including without limitation the license to use the Certified Logo) will immediately and automatically terminate; and
  14. Governing Law and Jurisdiction, and Disputes. Governing law, jurisdiction and disputes shall be based upon the country from which you are accessing or using the Services or participating in the Program. Intuit does not represent that the Services and/or content within the Services 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 Services in your jurisdiction.
  15. General Provisions.
    1. Non-Waiver. No waiver of any right or remedy on one occasion by either party will be deemed a waiver of such right or remedy on any other occasion.
    2. Assignment. The rights granted to you hereunder are personal, and you may not assign this Agreement or any right or obligation hereunder, whether in conjunction with a change in employment, voluntary transfer, transfer by operation of law, or otherwise, without the prior written consent of Intuit, which Intuit may give or withhold in its sole discretion. Any such purported assignment or transfer shall be deemed a material breach of this Agreement and shall be null and void. This Agreement is freely assignable by Intuit and will be for the benefit of Intuit’s successors and assigns.
    3. Relationship of Parties. You and Intuit are independent contractors and you agree that you will not represent yourself as an agent or representative of Intuit. Neither party has any express or implied right or authority to assume or create any obligations on behalf of the other or to bind the other to any contract, agreement or undertaking with any third party. Nothing in this Agreement shall be construed to create a partnership, joint venture, franchise, employment or agency relationship between you and Intuit.
    4. Severability. The failure of Intuit to exercise or enforce any right or provision of the Agreement shall not constitute a waiver of such right or provision. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal or unenforceable, such determination shall not affect the validity of the remaining provisions unless Intuit determines in its discretion that the court’s determination causes this Agreement to fail in any of its essential purposes.
    5. Entire Agreement. This Agreement, including all Exhibits, constitutes the entire agreement and understanding between the parties with respect to the Program, and supersedes all previous Program agreements, and all prior and contemporaneous negotiations, discussions and understandings of the parties, whether written or oral, regarding the Program. No waiver of any of the provisions of this Agreement shall be valid unless in writing and signed by Intuit.
    6. Modification of this Agreement or the Program. We reserve the right to modify these Program Terms from time-to-time, with reasonable notice to Members as described in this section. We will notify you of changes to the Program Terms by posting them to intuit.com and may also notify you by email to the address currently associated with your account. The updated Program Terms will be effective as of the time of posting, or upon such later date or by such other method as specified by Intuit. The updated Program Terms will apply to your participation in the Program beginning as of their effective date. We also reserve the right to change, from time-to-time, the conditions for eligibility and/or participation in the Program, the activities that earn Points or the number of Points awarded for those activities, redemption requirements, rewards values, or the mechanism for redeeming rewards. WE RESERVE THE RIGHT TO TERMINATE THE PROGRAM COMPLETELY BY PROVIDING YOU WITH THIRTY (30) DAYS’ WRITTEN NOTICE OF THE IMPENDING TERMINATION TO THE EMAIL ADDRESS ASSOCIATED WITH YOUR ACCOUNT.
    7. No Endorsement. You acknowledge that Intuit makes no claims on behalf of you or your company as to the quality of the products or services you offer.
    8. Language. It is the express wish of the parties that this Agreement and all related documents be drawn up in English.
  16. Additional Items You Agree To:
    1. Intuit Services. We may tell you about other Intuit services. You may be offered other services, features, products, applications, online communities, or promotions provided by Intuit (“Intuit Services”). If you decide to use any of these Intuit Services, additional terms and conditions and separate fees may apply. You acknowledge that in accessing some Intuit Services you may upload or enter data from your account(s) such as names, addresses and phone numbers, purchases, and sales among others, to the Internet. You grant Intuit permission to use information about your business and experience to help us to provide the Intuit Services to you, including updating and maintaining your data, addressing errors or service interruptions, and enhancing the types of data and services Intuit may provide to you in the future. You grant Intuit permission to combine your business data, if any, with that of others in a way that does not identify you or any individual personally. We may use this data to improve services and to compare business practices with other company standards. We may use your data to create, market or promote new Intuit offerings to you and others. You also grant Intuit permission to share or publish summary results relating to research data and to distribute or license such data to third parties.
    2. Third Party Services. We may tell you about third party products or services. You may be offered products or services by third parties who are not affiliated with Intuit (“Third Party Products”) or the Services may contain links to third party websites (“Third Party Sites”). If you decide to use any Third Party Products or access any Third Party Sites, you are responsible for reviewing the third party’s separate product terms, website terms and privacy policies. You agree that Intuit can use your contact information, including name and address, for the purpose of offering these products to you. You agree that the third parties, and not Intuit, are responsible for their product’s performance and the content on their websites. Intuit is not affiliated with these Third Party Products or Third Party Sites and has no liability for them.
  17. Content
    1. You are responsible for your content. You are legally responsible for all information, data, text, software, music, sound, photographs, graphics, video, messages or other materials (“Content”) uploaded, posted or stored through your use of the Services. You grant Intuit a worldwide, royalty- free, non-exclusive license to host and use the Content in order to provide you with the Services. You agree not use the Services for any illegal purpose or in violation of any applicable local, state, federal or international law. You are encouraged to archive your Content regularly and frequently. You are responsible for any Content that may be lost or unrecoverable through your use of the Services. You must provide all required and appropriate warnings, information and disclosure. You agree that you will not use the Services to share, store, or in any way distribute financial data that is not in accordance with the law. Any users suspected of having information which involves fraud, embezzlement, money laundering, insider trading, support for terrorism, or any other activity proscribed by law may have their accounts terminated immediately, their financial data erased, and they also may be reported to law enforcement officials in the appropriate jurisdictions. Intuit is not responsible for the Content or data you submit on the website. You agree not to use the Services to upload, post, distribute, link to, publish, reproduce, engage in or transmit any of the following, including but not limited to:
      1. Illegal, fraudulent, libelous, defamatory, obscene, pornographic, profane, threatening, abusive, hateful, harassing, offensive, inappropriate or objectionable information or communications of any kind, including without limitation conduct that would encourage or constitute an attack or “flaming” others, or criminal or civil liability under any local, state, federal or foreign law;
      2. Content or data that would impersonate someone else or falsely represent your identity or qualifications, or that constitutes a breach of any individual’s privacy, including posting images about children or any third party without their consent (or a parent’s consent in the case of a minor);
      3. Except as otherwise permitted by Intuit in writing, advertisements, solicitations, investment opportunities, chain letters, pyramid schemes, other unsolicited commercial communication or engage in spamming or flooding;
      4. Virus, trojan horse, worm or other disruptive or harmful software or data; and
      5. Any information, software or Content which is not legally yours and may be protected by copyright or other proprietary right, or derivative works, without permission from the copyright owner or intellectual property rights owner.
    2. Community forums. The Services may include a community forum to exchange information with other users of the Services and the public. Please use respect when you interact with other users. Intuit does not support and is not responsible for the accuracy of others’ content in these community forums. Do not reveal information in the community forum that you do not want to make public. Users may post hypertext links to content hosted and maintained by third parties for which Intuit is not responsible.
    3. Intuit may monitor your content from time to time. Intuit may, but has no obligation to, monitor content on the Services. We may disclose any information necessary or appropriate to satisfy our legal obligations, protect Intuit or its customers, or operate the Services properly. Intuit, in its sole discretion, may refuse to post, remove, or refuse to remove any Content, in whole or in part, alleged to be unacceptable, undesirable, inappropriate, or in violation of this Agreement.