2016 Software License Agreement

2016 Software License Agreement for QuickBooks Software and Intuit Payroll Services

INTUIT SOFTWARE END USER LICENSE AGREEMENT

Thank you for selecting the Software offered by Intuit Inc. and/or its subsidiaries and affiliates (referred to as “Intuit,” “we,” “our,” or “us”). Review these terms (“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 Software, you agree to these terms. If you do not agree to this Agreement, then you may not use the Software.

A. GENERAL TERMS

1. AGREEMENT

1.1 This Agreement describes the terms governing your use of the Intuit Software including content, updates and new releases (collectively, the “Software”). It includes by reference:

Intuit’s Privacy Statement provided to you in the Software available on the website or provided to you otherwise;
Additional Terms and Conditions, which may include those from third parties; and
Any terms provided separately to you for the Software, including product or program terms, ordering, activation, payment terms, etc.

2. LICENSE GRANT AND RESTRICTIONS

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

2.2 You acknowledge and agree that the Software is licensed, not sold. You agree not to use, nor permit any third party to use, the Software in a manner that violates any applicable law, regulation or this Agreement. You agree you will not:

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

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

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

b. You must pay with one of the following:

1. A valid credit card acceptable to Intuit;

2. A valid debit card acceptable to Intuit;

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

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

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

d. If you do not notify us of updates to your payment method (e.g., credit card expiration date), to avoid interruption of your service, we may participate in programs supported by your card provider (e.g., updater services, recurring billing programs, etc.) to try to update your payment information, and you authorize us to continue billing your account with the updated information that we obtain.

e. Intuit will automatically renew your monthly, quarterly, or annual subscription at the then-current rates, unless the Software is cancelled or terminated under this Agreement.

f. Additional cancellation or renewal terms may be provided to you on the website for the Software.

4. YOUR PRIVACY AND PERSONAL INFORMATION. You can view Intuit’s Privacy Statement provided with the Software and on the website for the Software. You agree to the applicable Intuit Privacy Statement, and any changes published by Intuit. You agree that Intuit may use and maintain your data according to the Intuit Privacy Statement, as part of the Software. You give Intuit permission to combine information you enter or upload for the Software with that of other users of the Software and/or other Intuit services. For example, this means that Intuit may use your and other users’ non-identifiable, aggregated data to improve the Software in future releases or to design promotions and provide ways for you to compare business practices with other users. Intuit is a global company and may access or store personal information in multiple countries, including countries outside of your own country to the extent permitted by applicable law.

5. CONTENT

5.1 You are responsible for your content. You are responsible for all materials (“Content”) uploaded, posted or stored through your use of the Software. You grant Intuit a worldwide, royalty-free, non-exclusive license to host and use any Content provided through your use of the Software. Archive your Content frequently. You are responsible for lost or unrecoverable Content. You must provide all required and appropriate warnings, information and disclosures. Intuit is not responsible for the Content or data you provide through your use of the Software.

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

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

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

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

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

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

5.2 Community forums. The Software may include a community forum or other social features to exchange Content and information with other users of the Software 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.

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

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

6. ADDITIONAL TERMS

6.1 Intuit does not give professional advice. Unless specifically included with the Software, 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.

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

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

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

7. DISCLAIMER OF WARRANTIES

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

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

8. LIMITATION OF LIABILITY AND INDEMNITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE ENTIRE LIABILITY OF INTUIT, ITS AFFILIATES AND SUPPLIERS FOR ALL CLAIMS RELATING TO THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT YOU PAID FOR THE SOFTWARE 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 SOFTWARE AND ITS USE.

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

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

10. TERMINATION. Intuit may immediately, in its sole discretion, and without notice terminate the Software if you fail to comply with this Agreement or if you no longer agree to receive electronic communications. Upon termination you must immediately stop using and delete or destroy all copies of the Software and any outstanding payments will become due. Any termination of this Agreement shall not affect Intuit’s rights to any payments due to it. Intuit may terminate a free account at any time. Sections 2.2, 5, 7 through 14 will survive and remain in effect even if the Agreement is terminated, cancelled or rescinded.

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

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

13. DISPUTES. ANY DISPUTE OR CLAIM RELATING IN ANY WAY TO THE INTUIT SOFTWARE OR THIS AGREEMENT WILL BE RESOLVED BY BINDING ARBITRATION, RATHER THAN IN COURT, except that you may assert claims in small claims court if your claims qualify. The Federal Arbitration Act governs the interpretation and enforcement of this provision; the arbitrator shall apply California law to all other matters. Notwithstanding anything to the contrary, any party to the arbitration may at any time seek injunctions or other forms of equitable relief from any court of competent jurisdiction. WE EACH AGREE THAT ANY AND ALL DISPUTES MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. BY ENTERING INTO THIS AGREEMENT AND AGREEING TO ARBITRATION, YOU AGREE THAT YOU AND INTUIT ARE EACH WAIVING THE RIGHT TO FILE A LAWSUIT AND THE RIGHT TO A TRIAL BY JURY. IN ADDITION, YOU AGREE TO WAIVE THE RIGHT TO PARTICIPATE IN A CLASS ACTION OR LITIGATE ON A CLASS-WIDE BASIS. YOU AGREE THAT YOU HAVE EXPRESSLY AND KNOWINGLY WAIVED THESE RIGHTS.

To begin an arbitration proceeding, send a letter requesting arbitration and describing your claim to Intuit Inc., in care of our registered agent Corporation Service Company, 2711 Centerville Road, Wilmington, DE 19808. Arbitration will be conducted by the American Arbitration Association (AAA) before a single AAA arbitrator under the AAA’s rules, which are available at www.adr.org or by calling 1-800-778-7879. Payment of all filing, administration and arbitrator fees and costs will be governed by the AAA’s rules, but if you are unable to pay any of them, Intuit will pay them for you. In addition, Intuit will reimburse all such fees and costs for claims totaling less than $75,000 unless the arbitrator determines the claims are frivolous. Likewise, Intuit will not seek its attorneys’ fees or costs in arbitration unless the arbitrator determines your claims or defenses are frivolous. You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the county where you live or at another mutually agreed location. The decision of the arbitrator shall be final and not appealable, and judgment on the arbitration award may be entered in any court having jurisdiction thereof. This Section 13 shall survive expiration, termination or rescission of this Agreement.

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

July 2020

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B. ADDITIONAL TERMS AND CONDITIONS FOR INTUIT QUICKBOOKS SOFTWARE (“Software”).

Your rights to use the Software, Add-On Products and related Services (if any) are subject to the General End User License Agreement terms above and the Additional Terms and Conditions below. These Additional Terms and Conditions shall prevail over any conflict or inconsistency with the General End User License Agreement terms above. Capitalized terms not otherwise defined below have the meanings provided in the General End User License Agreement.

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

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

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

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

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

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

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

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

In addition to the QuickBooks software, the term “Software” includes any other programs, tools, applications, internet-based services, components and any “updates,” (i.e. bug fixes) or “enhancements” (for example, new functionality, improved performance, content, or service information) of the Software that Intuit provides or makes available to you after the date you obtained your initial copy of the Software. QuickBooks 2016 software purchased on a separate standalone basis is eligible for updates and enhancements on a when-and-if available basis through May 31, 2019, which is the current support period for QuickBooks 2016. Software licenses obtained through a subscription, such as QuickBooks Enterprise Solutions and QuickBooks Plus, are eligible for such updates and enhancements only during the active subscription period. Updates and enhancements do not include future “Upgrades” to the Software (i.e., the most current version of the Software). Upgrades are only offered on a when-and-if available basis to active subscribers under certain qualifying subscriptions. Certain Software and add-on services may be accompanied by, and would be subject to, additional terms, and additional fees may apply. If you are entitled to receive an Upgrade under an active qualifying subscription, you may be required to accept different software license terms and conditions as provided.

QuickBooks Software licenses which may be obtained through a subscription under this Agreement include the following:

· QuickBooks Enterprise Solutions + Full Service Plan

o During your active subscription term, you are entitled to the QuickBooks Software, enhancements, updates, and Upgrades to the Software, when and if they are available. When your subscription terminates or lapses, you will retain your license to use the QuickBooks Software but no longer will be entitled to enhancements, updates or Upgrades.

· QuickBooks Enterprise Solutions Subscription (Silver, Gold, Platinum) and QuickBooks Plus (Pro and Premier)

o During your active subscription term, you are entitled to QuickBooks Software, enhancements, updates, and Upgrades to the Software, when and if they are available. When your subscription terminates or lapses, you will lose your license to use the QuickBooks Software.

· ProAdvisor Deluxe and Premier (Silver, Gold, Diamond) and QuickBooks Accountant Plus

· Enhanced Payroll Plus and Assisted Payroll Plus

o During your active subscription term, you are entitled to Payroll Services, QuickBooks Software, enhancements, updates, and Upgrades to the Software, when and if they are available. When your subscription terminates or lapses, you will retain your license to use the QuickBooks Software, as well as enhancements and updates when and if they are available, but will no longer be entitled to Upgrades nor have access to the Payroll Services.

2. ADDITIONAL TERMS.

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

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

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

D. Software Updates and Programs. If and when you connect to the Internet and use the Software, Intuit may also include updates in the transmission or install programs you may have requested. Intuit may also gather certain kinds of information, in aggregate and non-aggregate form. Information in non-aggregate form would be specific to you and your business, which Intuit may use to improve the Software in future releases and/ or other Intuit products, better customize your experience with the Software in future releases, and present you with improved Intuit marketing offers. All data collected will be used in accordance with Intuit’s Privacy Policy, available at http://security.intuit.com/privacy.

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

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

G. Intuit Payment Processing Services. If you choose from within the Software to apply for and use Intuit payment processing services, you understand and agree to the most current version of the Intuit Payments Merchant Agreement

H. Money Movement Services.

Intuit and its subsidiaries and/or affiliates offer add-on services that include payments functionality that you can obtain in connection with your use of the Software (the “Ancillary Payments Services”). The Ancillary Payments Services, defined and described below, are the following additional Subscription licenses and Services that may be obtained in connection with the Software: Payroll Services; Assisted Payroll; and Direct Deposit. To the extent that your use of the Ancillary Payments Services involves the transmission of funds, whether in connection with payroll processing, tax payments, payments to vendors, or other similar payments-related services (collectively, “Money Movement Services”) such Money Movement Services are provided to you by Intuit Payments Inc. (“IPI”), a licensed money transmitter. Please note that while the Money Movement Services are provided by IPI, under certain circumstances IPI is not required to provide such services under its money transmission licenses. All references in this Agreement to “Intuit,” “we,” “us,” “our,” or similar terms, shall be understood to mean IPI solely with respect to the provision of Money Movement Services. For payment processing services for merchants, please see Section G above.

The Money Movement Services are available only in the United States (but not the U.S. Virgin Islands, Puerto Rico, and other U.S. territories and possessions). To be able to use the Money Movement Services, you: must not be domiciled, reside, or have a principal place of business outside the United States; must not be engaged in any illegal activity or any activity reasonably likely to cause notoriety, harm, or damage to the reputation of Intuit, IPI or any banks or other service providers we use to provide the Money Movement Services; must not be listed on any other third party or governmental sanctions lists; and must comply with the Acceptable Use Policy. If you are engaged in any of the prohibited activities, business types, or transactions described in our Acceptable Use Policy, you are not eligible (or may become ineligible) to use the Money Movement Services. In addition, you may not, and may not attempt to use the Money Movement Services to transfer funds to a person, entity, or jurisdiction outside of the United States or in any instance in which such transactions are prohibited by law, nor may you use the Money Movement Services for any funds transfers not part of the Ancillary Payments Services. If there are multiple licensed Software users, you affirm that each user of the Money Movement Services who initiates a payment request is authorized to do so on your behalf.

From time to time, IPI may publish additional guidelines, policies, and rules (collectively “IPI Policies”) regarding the Money Movement Services and will provide appropriate notice to you regarding such IPI Policies. Consistent with any such notice provided to you, you understand and agree that your use of the Money Movement Services must be consistent with such IPI Policies, and agree to provide any information we deem necessary to verify your compliance with such IPI Policies.

In order to comply with applicable federal laws relating to anti-money laundering and terrorism financing, including the USA PATRIOT Act and the Bank Secrecy Act, IPI may request that you provide information beyond what is required for your use of the Software, 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; utility bills; or your personal or business tax returns. In addition, you agree and authorize IPI (directly or through third parties) to make any inquiries we consider necessary to verify your or, in the case of an entity, the principals’ and/or owners’, identities, or to determine your current and ongoing creditworthiness, financial status, and/or ability to perform the obligations hereunder. This may include asking you to confirm email address, mobile/phone numbers, or bank accounts, or verifying information you have provided using third-party databases (including by obtaining your individual and business credit report, personal profile, or other information from one or more third-party databases). You consent to IPI updating your account information from time to time based on information provided by you, your bank, other payments services providers, or other data sources used to evaluate the current status of the business and/or its owners.

IPI may establish processing limits and assign a maximum dollar amount for Money Movement Services provided to you during any applicable period of time identified by IPI. Consistent with obligations under applicable state money transmission laws and federal anti-money laundering laws, IPI may, in its sole discretion, place holds on any Payments (as defined below) initiated by you in order to protect against potential risk or fraud. Reasons for holds are proprietary to IPI and 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 account, including return or dispute rates; or (iii) businesses offering higher risk goods or services. You understand and agree that IPI’s evaluation of risk may result in your ineligibility for some or all Money Movement Services provided in connection with the Ancillary Payments Services, including with respect to the settlement timing for Payments (subject to applicable restrictions under state money transmission laws). IPI also reserves the right, in its sole discretion, to review and reject any Payment. If a Payment is cleared after review, we will provide notice to you. Otherwise, we will attempt to cancel the Payment and your funds may be returned. IPI 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 a Payment.

Without limiting the conditions of termination as set forth below, IPI reserves the right, in its sole discretion and with or without notice or cause, to suspend or terminate the provision of Money Movement Services, including without limitation, if: (a) we have reason to believe that fraudulent transactions or other activity prohibited by this Agreement has occurred; (b) such action is necessary to prevent loss to us; or (c) you violate any portion of this Agreement, including the Acceptable Use Policy. Upon termination, your ability to use the Ancillary Payments Services may be limited as we will not be able to facilitate transmissions of funds on your behalf. Any funds that remain in your account for any reason, including your abandonment of your account or your failure to remedy any deficiencies in the information we are required to collect for anti-money laundering purposes, for the applicable time period as mandated or allowed by applicable law may be remitted to your state of residency or otherwise in accordance with unclaimed property laws. We may also unwind transactions or direct funds to specially designated accounts pursuant to anti-money laundering, sanctions or other compliance requirements.

The Ancillary Payments Services provide functionality to enable you to track, calculate, and initiate payroll and other payments to employees, tax payments to taxing authorities, and other payments to employees or third-party vendors. Specific conditions and requirements for each of the Ancillary Payments Services is provided below. This section describes rights, responsibilities, and obligations with respect to the transmission of funds on your behalf in connection with the Money Movement Services.

With respect to the Money Movement Services, you are the “Payor” and the person or entity you are seeking to pay (which may be a vendor, taxing authority, or Employee, as defined below) is a “Payee.” As a Payor, an eligible transfer of funds to a Payee that you initiate through any of the Ancillary Payments Services, in accordance with the specific terms set forth below and any instructions provided through the applicable software, constitutes a “Payment.” When you make a valid Payment request, IPI receives funds from you and transmits the funds to the Payee in accordance with your instructions.

To use the Money Movement Services and to initiate a Payment, you must have a demand deposit account with an eligible financial institution capable of enabling Automated Clearing House (“ACH”) transactions and such account must be identified when you enable the Ancillary Payments Services (“Your Account”). You can change Your Account in accordance with instructions provided through the Ancillary Payments Services settings. Please note, however, that under certain circumstances IPI reserves the right to use wire drawdown requests or other funding methods (collectively “Debits”) to fund your Payments.

You may request that IPI initiate a Payment to a Payee or Payees online (“Payment Transaction(s)”). After you submit your Payment Transaction, IPI will confirm receipt of the Payment request. Your Payment Transaction will not be processed if you do not receive our confirmation before the Payment Transaction is over. However, a confirmation does not mean that your Payment Transaction is error-free, and if errors are detected later we may be unable to complete your Payment Transaction. We will make reasonable efforts to tell you if we cannot complete your Payment Transaction. Payment Transactions taking place after certain processing deadlines may be considered to occur on the next business day. Specific information regarding Payment Transactions for applicable Ancillary Payments Services is provided in the below descriptions of the applicable service.

IPI generally processes Payment Transactions using the ACH. Such transactions are governed by the rules of the National Automated Clearing House Association (“NACHA”). NACHA may amend these NACHA Operating Rules at any time. By initiating a Payment, you authorize IPI to initiate credit and debit entries to Your Account, and to send Payments electronically or by any other commercially accepted method to the Payee or Payees you have designated and pursuant to instructions you provide with your Payment Transaction. You also authorize and direct the depository financial institution that holds Your Account to charge each debit to Your Account for that amount to be credited to IPI, and to respond to inquiries from IPI regarding your information and Your Account. This authorization will remain in full force and effect until IPI has received written notification from you of its termination in such time and in such manner as to afford IPI and the depository financial institution that holds Your Account a reasonable opportunity to act on it. For Payees that will receive disbursements via ACH, you agree to obtain the Payee’s consent to credit their bank account and initiate a disbursement over the ACH network. Such consent must be in a form and manner that complies with the NACHA Operating Rules. You also agree to maintain the security and integrity of all information that you collect and/or provide to IPI that IPI uses to process a Payment Transaction, whether using the ACH or otherwise.

3. DATA TRANSFER (not applicable for Software and Trial versions that do not include access to the Data Transfer feature). You may have option to acquire products or services that use or access your data from the Software (“Applications”). Applications may be developed by Intuit or third parties. Those developed by third party developers or Third Party Products may be made available to you, including via the Software, subject to the third party’s terms and conditions, including their privacy policy. Those developed by Intuit are provided to you subject to the terms and conditions that accompany that Application. Additional fees may apply. Some Applications require the use of or access to your data from the Software. Intuit may provide third parties with a service to transfer your data, upon your authorization, from the Software to the Application (the “Data Transfer”) in order to, among other things, facilitate certain interoperability, data integration, and data access between the Software and the Applications. By signing up or using a third party Application, you agree that the (i) third party provider of that Application may have access your data from the Software to use to provide you the Application or related services per the terms of the third party’s terms and conditions; and (ii) third party provider may transfer your data from the Application to Intuit for Intuit’s use per the terms of this Agreement. You grant Intuit all rights to use your data from the Software as reasonably necessary to facilitate the Data Transfer to third party providers. You acknowledge that third party providers may be located in a country that does not have adequate security controls to protect your data. Please carefully review the third party’s terms and conditions. If you do not agree with their terms and conditions, you should not use or access their Application and you should not permit the third party to have access to your data from the Software. Please contact the third party Application provider for technical issues with the third party Application or Data Transfer to and from the Software and Application. If you want to revoke your authorization to provide data to a third party Application, Intuit may provide a feature within the QuickBooks software or on a website for the Services to allow you to disable third party access. You acknowledge that turning off access may affect an Application’s functionality or features, and that, you remain liable to the Application provider for any fees charged to you.

You agree and acknowledge that (i) Intuit has no control over any Third Party Products; and (b) Intuit does not endorse or recommend Third Party Products even if such products are marketed or distributed via our products, website or otherwise associated with Intuit. You agree that the third parties, and not Intuit, are solely responsible for the Data Transfer, Third Party Product’s performance (including technical support), the content on their websites and their use or disclosure of your data. Intuit will not be liable for any damages, claims or liabilities arising from the third parties or Third Party Products.

You agree that you will (i) comply with all applicable laws, regulation and ordinances; (ii) not use the Third Party Products in any manner that would infringe or violate the rights of Intuit or any other party; and (iii) not use the Third Party Products in any way in furtherance of criminal, fraudulent or other unlawful activity.

4. FINANCIAL INSTITUTION SERVICES.

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

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

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

5. ACCESS TO DATA, ONLINE TOOLS.

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

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

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

6. SATISFACTION GUARANTEED/LIMITED WARRANTY.

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

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

7. TERMINATION.

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

Subject to Intuit’s discontinuation policy and notwithstanding any subscription terms provided separately, Intuit will provide support for QuickBooks 2016 Software until May 31, 2019.More information about the discontinuation policy relating to the Intuit Software is available at http://support.quickbooks.intuit.com/support/DiscontinuationPlan.aspx.

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

9. TRIAL PERIOD. From time to time, Intuit or certain third parties may offer certain features and functionality, Intuit add-on and/ or third-party services (“Services”) on a trial basis. If you registered for a trial use of such Services (“Trial Period”), you must decide to purchase the Services within the Trial Period in order to retain any Content (defined in Section A.5) that you have posted or uploaded to the Services during the Trial Period. If you do not purchase the Services by the end of the Trial Period, your Content will no longer be available to you. To be very clear, after using the Services during the Trial Period, if you decide not to purchase the full version of the Services, you will not be able to access or retrieve any of the Content and/or data you added/created during the Trial Period.

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

A. QuickBooks Payroll Subscription Services (together the “Payroll Services”)

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

Basic, Standard and Enhanced Payroll purchased at retail will begin after you activate Basic, Standard or Enhanced Payroll, which activation must be no later than sixty (60) days from purchase or the date marked on the outside of your QuickBooks Payroll box, whichever is earlier.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

C. Upgrades and Updates. If you are entitled to receive an Upgrade, you may be required to accept different software license terms and conditions.

If your Services subscription expires or is terminated for any reason, you will no longer be authorized to install such Upgrades and you will no longer be entitled to receive updates.

D. Direct Deposit.

(1) Sign Up/Activation. In order for you to access the Direct Deposit service you must (a) have a valid subscription to the Software, and (b) sign up for Direct Deposit. The Direct Deposit service will begin after Intuit receives and processes all the information, including any credit card or bank account information, requested by the sign up form. Information you provide Intuit must be accurate and complete or direct deposits may not be made, and we will be unable to perform the Direct Deposit service for you.

(2) Use and Restrictions. You may use Direct Deposit only for direct deposits payments to your employees or vendors (including 1099 vendors, additional fees may apply) for payroll or ancillary Money Movement Services, such as expense reimbursement. You may make such Payments by initiating electronic withdrawals within the Software from Your Account. You may identify other financial institutions in the future to fund the direct deposit payments to your Payees. Under certain circumstances Intuit may use Debits to fund your direct deposits. Debits will also be initiated to pay fees for the Direct Deposit service and any adjustments to those fees.

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

(3) Payor Responsibilities. You must send your Payment Transaction prior to the applicable processing lead time stated within the Direct Deposit Service or your Payment Transaction may not be processed. Typically, Payments must be submitted at least 2 business days before the due date, although standard submission timing can be 5 business days in advance. We reserve the right to change these applicable processing lead times from time to time, and you should refer to the lead times stated within the Direct Deposit Service for the most up to date information. Debits will be charged to Your Account one business banking day before the pay date of the applicable Payment and you must have sufficient funds in Your Account to fulfill your Transaction on that date. After that, no interest or earnings will accrue to you and IPI will hold the money until the Payments are made. Once your Payments are complete and submitted you may recall and resubmit them until we send them through the ACH. You are solely responsible for verifying that all Payments have been received and are accurate. You must keep any payroll, vendor, tax or other records you need for reference, even though we may have information about the Payments in our files.

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

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

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

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

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

(9) Termination. Your access to and use of the Direct Deposit service may be terminated by Intuit in accordance with the termination provisions in Sections A.10 B.7 and B.10.A.(3) of the Agreement. You may terminate your use of the Direct Deposit service by notifying us that you no longer wish to use the Direct Deposit service. Access to the Direct Deposit service will remain in effect until we have a reasonable opportunity to act on the notice. If you terminate the Direct Deposit service, no fees you have paid will be refunded, if applicable.

11. VIEW MY PAYCHECK/ EMPLOYEE PORTAL

As part of the Payroll Services, you may have the option of enabling your employees to access Intuit ViewMyPaycheck (additional fees may apply). ViewMyPaycheck allows each of your employees to view online the information you supplied to Intuit Payroll Services for such employee, as well as information that is calculated by Intuit for your employees’ paycheck, including but not limited to, net pay, withholdings, W-2s, time-off accumulation and usage. You will also be able to access ViewMyPaycheck to view the paycheck information of each of your employees. You may elect to turn off this functionality within the Software, but if you do, you and your employees will no longer have access to ViewMyPaycheck. In order for you and your employees to use the ViewMyPaycheck service, you will need to have an active, paid subscription in good standing to Intuit Payroll Services.

ViewMyPaycheck contains separate terms of service, accessible on the ViewMyPaycheck website, that will be applicable to you as well as your employees that are accessing the service.

12. THIRD PARTY NOTICES.

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

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

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

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

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

a. User acknowledges that the Software contains or incorporates proprietary software owned by QlikTech and its affiliates (“QlikView Products”). User is expressly prohibited from using the QlikView Products in any way other than integrated with the data structures of the OEM Product. User has no license or any other right to the QlikView Products, and may under no circumstances whatsoever use the QlikView Products independently or separated from the OEM Product. QlikTech and its affiliates are third party beneficiaries of this Agreement and may enforce the applicable terms and conditions of this Agreement.

b. User may only use the QlikView Products for its own internal purposes in accordance with the terms of this Agreement. User shall not, directly or indirectly: (i) sell, rent, sublicense, publish, display, loan, distribute or lease the QlikView Products; (ii) transfer to any other person or entity any of its rights to use the QlikView Products except as expressly permitted hereunder; (iii) reverse engineer, decompile, disassemble, modify, translate, make any attempt to discover the source code of the QlikView Products or underlying ideas or algorithms of the QlikView Products or any software contained therein, or create derivative works from the QlikView Products unless explicitly permitted by applicable and mandatory law; (iii) remove, delete or modify any copyright notices or any other proprietary notices or legends on, in or from the QlikView Products; or (iv) use the QlikView Products in any manner not authorized by this Agreement.

c. QlikTech and its affiliates, or their respective suppliers or licensors where applicable, own and retain all right, title and interest in and to the QlikView Products, and their respective patents, trademarks (registered or unregistered), trade names, service marks, logos, designs, copyrights, trade secrets and confidential information. User does not acquire any right, title or interest in or to the QlikView Products or any intellectual proprietary rights contained therein.

d. User agrees to (i) comply with all applicable local, state, national and foreign laws and regulations in connection with User’s use of the QlikView Products, including those related to data privacy, copyright, export control and the transmission of technical or personal data; and (ii) use reasonable security precautions for providing access to the QlikView Products by its employees or other individuals to whom User provides access and to prevent unauthorized access to use of the QlikView Products. User is fully responsible for all data it introduces into the QlikView Products, including but not limited to adequate protection and backup, and none of Intuit, QlikTech or their respective affiliates shall have any obligation or liability with respect thereto.

e. Individual software components, each of which has its own copyright and its own applicable license conditions (“QlikView Third Party Software”) may be distributed, embedded, or bundled with the QlikView Products. Such QlikView Third Party Software is separately licensed by its copyright holder. Use of the QlikView Third Party Software must be in accordance with its license terms available at http://www.qlik.com/us/info/software-ula?ga-link=footer. No representations, warranties or other commitments of any kind are made regarding such Third Party Software.

f. Your rights to access/use the QlikView Products shall be immediately terminated upon your breach of any of the terms of this Section B.12.(iii).

Intuit Inc.

P. O. Box 7850

Mountain View, CA 94039-7850

Date: As of July 2020