www.intuit.com Open in urlscan Pro
23.192.240.149  Public Scan

Form analysis
1 forms found in the DOM

GET /search/

<form id="isearch" role="search" action="/search/" method="get"><input type="text" id="search_term" name="search_term" class="Search_searchInput__851b6818" placeholder="Search this site" aria-label="Search"><input type="submit"
    class="Search_searchSubmit__851b6818" value="Search"></form>

Text Content

 * Products
   Products
    * Intuit Assist
    * TurboTax
    * Credit Karma
    * QuickBooks
    * Mailchimp

 * Solutions
   Solutions
    * For Accountants
    * For Educators

 * Support and Blogs
   Support and Blogs
    * Product Support
      Product Support
       * Overview
       * TurboTax
       * QuickBooks Support
       * Accountants Community
   
    * Blogs
      Blogs
       * Intuit Blog
       * TurboTax Blog
       * QuickBooks Blog
       * Tax Pro Center for Accountants

 * Company
   Company
    * About Intuit
      About Intuit
       * Company Profile
       * Technology at Intuit
       * Partner Programs
       * Supplier Partner Programs
       * DEI
       * Corporate Responsibility
       * Press Room
       * Executive Leadership
       * Investor Relations
       * Accessibility
       * Intuit Dome
       * Worldwide Locations
   
    * Intuit Careers
      Intuit Careers
       * Intuit Careers
       * Software Engineering
       * Life at Intuit
       * Apply to Intuit
       * TurboTax Live Experts
       * QuickBooks Live Experts

 * Sign In

 * 
 * 
 * 
 * 

 * 
 * 
 * 
 * 

 * Products
   
   Intuit Assist
   New feature
   TurboTax
   Credit Karma
   QuickBooks
   Mailchimp

 * Solutions
   
   For Accountants
   For Educators

 * Support and Blogs
   
    * Product Support
       * Overview
       * TurboTax
       * QuickBooks Support
       * Accountants Community
   
    * Blogs
       * Intuit Blog
       * TurboTax Blog
       * QuickBooks Blog
       * Tax Pro Center for Accountants

 * Company
   
    * About Intuit
       * Company Profile
       * Technology at Intuit
       * Partner Programs
       * Supplier Partner Programs
       * DEI
       * Corporate Responsibility
       * Press Room
       * Executive Leadership
       * Investor Relations
       * Accessibility
       * Intuit Dome
         NEW
       * Worldwide Locations
   
    * Intuit Careers
       * Intuit Careers
       * Software Engineering
       * Life at Intuit
       * Apply to Intuit
       * TurboTax Live Experts
       * QuickBooks Live Experts

 * 

 * Sign In


Legal Information

 * Trademarks
 * Licenses
 * Piracy
 * Legal Process
 * Product Terms

Legal Information
 * Trademarks
 * Licenses
 * Piracy
 * Legal Process
 * Product Terms





U.S. TERMS OF SERVICE


QUICKBOOKS ONLINE




INTUIT GENERAL TERMS

SECTION A TERMS


VERSION 09012023

Introduction and Overview                                              

Thank you for choosing Intuit Inc. We provide a platform (the “Platform”) that
encompasses (1) a variety of services, including TurboTax, QuickBooks, and Mint
(each, a “Service”); and (2) installable software (including our desktop and
mobile applications), any accompanying documentation, and any updates to such
software or documentation (collectively, “Software”). Intuit Inc., along with
any parent, subsidiary, affiliate, or related companies (including those listed
here and at https://www.intuit.com/legal/intuit-group-companies/) are referred
to in these provisions as “Intuit Group Companies” or simply “Intuit” or “us.”

When you use the Platform, you enter into a binding contract with us. Each
section of the agreement begins with an italicized annotation that is intended
to help you navigate the agreement. The annotations do not completely summarize
the agreement, though, and you should read each section carefully and in
full. We’ve also bolded a few areas that talk about important legal rights, and
you should be sure to read those sections carefully. These provisions in Section
A apply to the Platform generally and are separate from the provisions in
Section B which include additional provisions for your use of specific Intuit
Software or Services. 

If you are an individual acting on your company’s or client’s behalf, you accept
these provisions on their behalf and the term “you” will refer to you, your
company, or your client. 

AGREEMENT TO THESE TERMS

You need to agree to these terms to use our Platform. By using the Platform, you
are instructing us to share your data across our Platform for marketing,
eligibility, and other purposes described in our Global Privacy Statement,
consistent with applicable law. This data may include credit information and
other information we obtain from third parties.

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

To the terms and conditions of this agreement (“Agreement”), which includes:

 * Intuit’s Global Privacy Statement;
 * The current version of the terms set out in Section A and Section B;
 * Any additional provisions and conditions provided separately to you for your
   use of the Platform, which may include terms and conditions from third
   parties (which we refer to as “Additional Terms”)
 * You are at least 18 years of age;
 * You are capable of forming a binding contract with Intuit;
 * You are not based in Cuba, Iran, North Korea, Syria, the Crimea, Donetsk
   (“DNR”), and Luhansk (“LNR”) regions of the Ukraine or any other territory
   that is subject to a government embargo or comprehensive sanctions (Russia),
   or are not otherwise prohibited from using the Platform under the laws and
   regulations of the United States, or any other applicable jurisdiction; and
 * You are not included in lists maintained by the United States or other
   applicable jurisdictions prohibiting transactions with and the export of US
   products to certain entities, people, and jurisdictions.

You understand that by using certain Services, you are providing written
instructions in accordance with the Fair Credit Reporting Act and other
applicable law to permit Intuit Inc. and its affiliated companies to obtain and
periodically refresh your credit information and other information about you
from third parties for marketing, eligibility, and other purposes described in
Intuit's Global Privacy Statement. You understand that your instructions
authorize Intuit and its affiliated companies to obtain such information now and
periodically in the future for as long as you have a registered Intuit
account. We will stop refreshing your credit information when you cancel your
account through your account settings.

YOUR PERSONAL INFORMATION

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

You agree that Intuit may use and maintain your personal information according
to Intuit’s Global Privacy Statement and any changes published by Intuit. 

To the extent we allow you to input personal information (as the term is defined
under applicable law) about other individuals other than yourself, you represent
and warrant that you have complied with all applicable laws and received the
proper authority or consent to allow us to collect and process such information
to operate our business, in accordance with our Global Privacy Statement. You
further agree that, other than with respect to information furnished to TurboTax
in connection with the preparation of an individual tax return, any sharing of
personal information among Intuit Group Companies is contemplated as part of the
Platform. You agree such sharing does not constitute a “sale” of information as
defined under the California Consumer Privacy Act (CCPA). 

Changes

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

We may modify the provisions of this Agreement at any time. We may notify you of
such modifications by posting through the Platform or on our website or by other
means. It is important that you review this Agreement whenever we modify it
because your continued use of the Platform indicates your agreement to the
modifications.

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

Similarly, we may update the Platform, including with tools, utilities,
improvements or third party applications. You agree to receive these updates. We
may further modify, suspend or discontinue the Platform at any time. You agree
that we will not be liable to you or any third party for any modification,
suspensions, or discontinuance of the Platform.

YOUR RIGHTS TO USE THE PLATFORM

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

Except as set forth in the Section B terms, you may access and use the Platform
for your own internal, lawful and non-commercial purposes only.

BETA FEATURES

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

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

ACCOUNT

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

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

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

PAYMENT & CANCELLATIONS

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

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

Payments will be billed in U.S. dollars, and your account will be charged upon
purchase and when you provide your payment information, unless stated otherwise
in applicable payment provisions. If your payment information is not accurate,
current, and complete, we may suspend or terminate your account. If you do not
notify us of updates to your payment information, we may participate in programs
supported by your card provider to try to update your payment information, and
you authorize us to continue billing your account with the updated information
that we obtain.

You may be charged a subscription fee in advance on an annual basis or other
recurring interval disclosed to you prior to your purchase. For annual
subscriptions, we will send you a reminder with the then-current subscription
fee no less than thirty (30) days and no more than sixty (60) days before your
subscription term ends, or otherwise as required by applicable law. Intuit may
change the price for recurring subscription fees from time to time with notice
to you. Price changes will take effect at the start of the next subscription
period following the date of the price change. If you do not agree with the
price change, you may unsubscribe prior to the price change going into effect.

Your payment to Intuit will automatically renew at the end of the applicable
subscription period but you can cancel a subscription at any time. Subscription
cancellations will take effect the day after the last day of the current
subscription period. If you cancel in the middle of a subscription period, you
will be able to continue to access and use the applicable Service until the end
of your subscription period. We do not provide refunds or credits for any
cancellations or partial subscription period.

DESKTOP AND MOBILE APP USE

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

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

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

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

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

ADVICE AND THIRD PARTY SERVICES AND PRODUCTS

You may have access to professional advice and third-party products. Any such
advice and products are not covered under this Agreement.

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

The Platform may also include information about or offers for third-party
services or products or allow you to connect your account to or otherise access
third-party services or products. Intuit does not warrant, and is not
responsible for, such third party services and products or claims made about
them, or the actions or inactions of any third party. You must review and comply
with any Additional Terms. Intuit may be compensated by those third parties,
which could impact whether, how and where the services and products are
displayed. 

CONTENT AND DATA 

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

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

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

1. What's covered

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

2. Scope

This license is:

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

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

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

3. Rights

This license allows Intuit to:

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

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

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

4. Purpose

This license is for the limited purpose of:

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

5. Duration

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

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

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

PROHIBITED USES

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

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

 * Violate any law, regulation, executive order or ordinance, including through
   actions that give rise to criminal, civil, administrative or regulatory
   liability and/or fines;
 * Post, generate, or share Content that is or may be illegal or inappropriate,
   including material that may be defamatory, obscene, harassing, offensive,
   fraudulent, objectionable, false or misleading, or infringing;
 * Transmit any virus, trojan horse, or other disruptive or harmful software or
   data;
 * Send any unsolicited or unauthorized advertising, such as spam;
 * Impersonate or misrepresent your affiliation with Intuit;
 * Reproduce, modify, resell, license, or provide free or unauthorized access to
   the Platform or make the Platform available on any file-sharing, virtual
   desktop or application hosting service;
 * Attempt to reverse engineer, decompile or disassemble in any way any of the
   Platform;
 * Engage in unauthorized access, monitoring, interference with, or use of the
   Platform or third party accounts, information (including personal
   information), computers, systems or networks, including scraping or
   downloading content that doesn’t belong to you;
 * Use the Platform for general archiving or back-up purposes; or
 * Encourage or enable any other individual to do any of the above or otherwise
   violate this Agreement. 

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

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

Intuit may (but has no obligation to) monitor the use of the Platform or Content
and may edit or remove any Content. We may disclose any information necessary to
satisfy our legal obligations, protect Intuit or its customers, or operate the
Platform properly.

COMMUNITY FORUMS; FEEDBACK

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

The Platform may include a community forum or other social features that enable
you to exchange Content and information with other users of the Platform and the
public. Intuit does not support and is not responsible for the Content in these
community forums. Please be respectful when you interact with other users. Do
not reveal information that you do not want to make public. Users may post
hypertext links to content of third parties for which Intuit is not responsible.

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

CHATBOTS

We may use Chatbots to optimize your experience. These technologies are evolving
and may have limitations.

When you use the Platform, you may use or interact with automated features like
chatbots, digital assistants, conversational experiences powered by artificial
intelligence, or similar technologies (“Chatbots”). Information generated by
Chatbots may not be unique.

While Chatbots are designed to improve your experience, these technologies are
evolving and may have limitations such as generating outputs that are inaccurate
or inappropriate to your situation.

Termination

You may cancel your account and Intuit may suspend or terminate your use of the
Platform. For mobile apps, removing the app may not cancel your subscription or
delete your data.

This Agreement is effective until your subscription expires or you cancel your
account or Intuit terminates this Agreement (or your account). Intuit may
terminate this Agreement (and your account) or suspend the Platform at any time
in our discretion.

Please note that removing an Intuit mobile app from your device may not cancel
your subscription or delete your data. If you want to cancel your subscription
for a Service, please follow the applicable Service instructions. If you wish to
delete your data from a Service, please log into One Intuit Account Manager and
follow the instructions under the respective data and privacy settings or follow
the instructions in our Global Privacy Statement.

EFFECT OF TERMINATION

You must stop using the Platform once your subscription expires or you cancel
your account (or if this Agreement or your account is terminated).

Upon expiration of your subscription or cancellation of your account, or
Intuit’s termination of your account or this Agreement, you must immediately
stop using the Platform and pay all fees for Platform used. No expiration or
termination will affect your obligation to pay all fees due or that may have
accrued through the effective date of expiration or termination or entitle you
to any refund.

SURVIVAL

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

The following Sections will survive any termination, discontinuation or
cancellation of the Platform or your account: “Your Personal Information,”
“Payment and Cancellations” (with respect to fees due and unpaid), “Content and
Data,” “Community Forums; Feedback,” “Effect of Termination,” “Disclaimers,”
“Limitation of Liability,” “Indemnity Obligations,” “Disputes,” and “General
Terms (Miscellaneous)”.

INTUIT COMMUNICATIONS

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

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

You may provide us with your telephone number as part of your customer record or
registration or via other methods. You understand and agree that Intuit may use
your telephone number for multi-factor authentication (“MFA”), to confirm your
identity and help protect the security of your account. Part of the MFA identity
verification process may involve Intuit sending text messages containing
security codes to your telephone number. You agree to receive these texts from
Intuit containing security codes as part of the MFA process. In addition, you
agree that Intuit may send automated text messages and pre-recorded voice
messages to the telephone number you provide for other limited purposes,
including: providing you with important critical notices regarding your use of
the Services, or fulfilling a request made by you through the Services.

THIRD PARTY ACCOUNT INFORMATION

Intuit is not responsible for any account information obtained from third
parties.

When you direct Intuit to retrieve your account information from third parties,
you authorize and permit us to use and store that information and other
information you submit through the Platform (such as usernames and passwords)
for purposes of providing the Platform and Services to you. You grant Intuit a
limited power of attorney to access those accounts and retrieve your account
information, without additional notice to you. . Intuit will be acting as your
agent and will not be acting on behalf of the third party.

Intuit does not review third party account information for accuracy and is not
responsible for any issues or expenses resulting from such account information,
including any inaccuracy, error, delay, or non-delivery. For clarity, Intuit is
not responsible for any payment processing errors or fees arising from
inaccurate account information provided by third parties.

DISCLAIMERS

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

The only warranties we make about the Platform are (1) stated in this Agreement,
or (2) as provided under applicable laws. The Platform is otherwise provided
“as-is,” and we do not make any other warranties about the Platform. Unless
required by law, we do not provide implied warranties, such as the implied
warranties of merchantability, fitness for a particular purpose, or
non-infringement. We do not warrant that the Platform is error-free, secure, or
free from any viruses or other harmful components. We also do not provide any
warranties with respect to data loss or to the accuracy, reliability, or
availability of the Platform, nor of any content (including any Content) or
information made available in the Platform. If the exclusions for implied
warranties do not apply to you, any implied warranties are limited to sixty (60)
days from the date of purchase or delivery of the Platform, whichever is sooner.

LIMITATION OF LIABILITY

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

Other than the rights and responsibilities described in this Agreement and as
allowed by applicable law, Intuit won’t be responsible for any losses.

The total aggregate liability of Intuit and our third party providers,
licensors, distributors or suppliers (“Intuit Parties”) arising out of or
relating to this Agreement is limited to the greater of: (1) the fees that you
paid to use the relevant Service(s) in the 12 months before the breach or (2)
$100.




The Intuit Parties won’t be responsible for the following:

 * Loss of data, profits, revenues, business opportunities, goodwill or
   anticipated savings;
 * Indirect, incidental, or consequential loss;
 * Punitive damages; or
 * Damages relating to failures of telecommunications, the internet, electronic
   communications, corruption, security, viruses, or spyware.

The above limitations apply even if the Intuit Parties have been advised of the
possibility of such damages. This Agreement sets forth your exclusive remedy
with respect to the Platform and its use.

If you’re legally exempt from certain responsibilities, including
indemnification, then those responsibilities don’t apply to you under this
Agreement. For example, the United Nations enjoys certain immunities from legal
obligations and this Agreement doesn’t override those immunities.

INDEMNITY OBLIGATIONS

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

You will indemnify and hold harmless the Intuit Parties for any losses, damages,
judgments, fines, costs and expenses (including legal fees) in connection with
any claims arising out of or relating to your unlawful or unauthorized use of
the Platform or violation of this Agreement. 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.

DISPUTES

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

If you are a U.S. customer:

You and Intuit agree that, except as provided below, any dispute, claim or
controversy arising out of or relating in any way to the Platform or this
Agreement (a “Claim”) will be determined by binding arbitration or small claims
court, instead of in courts of general jurisdiction.

Either you or Intuit can seek to have a Claim resolved in small claims court if
all the requirements of the small claims court are satisfied. Either you or
Intuit may seek to have a Claim resolved in small claims court in your county of
residence or the small claims court in closest proximity to your residence, and
you may also bring a claim in small claims court in the Superior Court of
California, County of Santa Clara.

Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral
arbitrator instead of a judge or jury, may allow for more limited discovery than
in court, and is subject to very limited review by courts. Arbitrators can award
the same damages and relief that a court can award. You agree that the U.S.
Federal Arbitration Act governs the interpretation and enforcement of this
arbitration provision, and that you and Intuit are each waiving the right to a
trial by jury or to participate in a class action. This arbitration provision
shall survive termination of this Agreement and/or the termination of your
account.

If you elect to seek arbitration, you must first send to Intuit a written notice
of your Claim ("Notice of Claim"). The Notice of Claim to Intuit should be sent
in care of our registered agent Corporation Service Company, 251 Little Falls
Drive, Wilmington, DE 19808. The Notice of Claim should include both the mailing
address and email address you would like Intuit to use to contact you. If Intuit
elects to seek arbitration, it will send, by certified mail, a written Notice of
Claim to your address on file. A Notice of Claim, whether sent by you or by
Intuit, must (a) describe the nature and basis of the Claim or dispute; and (b)
set forth the specific amount of damages or other relief sought.

You and Intuit agree that good-faith informal efforts to resolve disputes often
can result in a prompt, low-cost and mutually beneficial outcome. You and Intuit
therefore agree that, after a Notice of Claim is sent but before either you or
Intuit commence arbitration or file a Claim in small claims court against the
other, we will personally meet, via telephone or videoconference, in a
good-faith effort to confer with each other and try to resolve informally any
Claim covered by this Agreement. If you are represented by counsel, your counsel
may participate in the conference as well, but you agree to fully participate in
the conference. Likewise, if Intuit is represented by counsel, its counsel may
participate in the conference as well, but Intuit agrees to have a company
representative fully participate in the conference. The statute of limitations
and any filing fee deadlines shall be tolled while the parties engage in the
informal dispute resolution process required by this paragraph.

If we do not reach an agreement to resolve the Claim within sixty (60) days
after the Notice of Claim is received, you or Intuit may commence an arbitration
proceeding by filing a Demand for Arbitration or, alternatively, by filing a
Claim in small claims court. You agree that you may not commence any arbitration
or file a Claim in small claims court unless you and Intuit are unable to
resolve the Claim within sixty (60) days after we receive your completed Notice
of Claim and you have made a good faith effort to resolve your claim directly
with Intuit during that time. If a Claim qualifies for small claims court, but a
party commences an arbitration proceeding, you and Intuit agree that either
party may elect instead to have the Claim resolved in small claims court, and
upon written notice of a party’s election, the American Arbitration Association
(“AAA”) will administratively close the arbitration proceeding. Any dispute
about whether a Claim qualifies for small claims court shall be resolved by that
court, not by an arbitrator. In the event of any such dispute, the arbitration
proceeding shall remain closed unless and until a decision by the small claims
court that the Claim should proceed in arbitration. You may download or copy a
form of notice and a form to initiate arbitration at www.adr.org or by calling
1-800-778-7879. The arbitration will be conducted by the 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, except as modified by this Agreement. Unless Intuit and
you agree otherwise, any arbitration hearings will take place in the county (or
parish) of either your residence or of the mailing address you provided in your
Notice of Claim.

The arbitrator will be either (1) a retired judge or (2) an attorney
specifically licensed to practice law in the state of California or the state of
your residence and will be selected by the parties from the AAA’s National
Roster of Arbitrators. The arbitrator will be selected using the following
procedure: (a) the AAA will send the parties a list of five candidates meeting
this criteria; (b) if the parties cannot agree on an arbitrator from the list,
each party shall return its list to the AAA within 10 days, striking up to two
candidates, and ranking the remaining candidates in order of preference; (c) the
AAA shall appoint as arbitrator the candidate with the highest aggregate
ranking; and (d) if for any reason the appointment cannot be made according to
this procedure, the AAA may exercise its discretion in appointing the
arbitrator. The arbitrator is bound by this Agreement. Except as otherwise
provided below, all issues are for the arbitrator to decide, including issues
relating to the scope and enforceability of this arbitration provision.

The parties agree that an administrative conference with the AAA shall be
conducted in each arbitration proceeding, and you and an Intuit company
representative shall appear at the administrative conference via telephone. If
you fail to appear at the administrative conference, regardless of whether your
counsel attends, the AAA will administratively close the arbitration proceeding
without prejudice, unless you show good cause as to why you were not able to
attend the conference.

The arbitrator shall issue a reasoned written decision sufficient to explain the
essential findings and conclusions on which the award is based. The award shall
be binding only among the parties and shall have no preclusive effect in any
other arbitration or other proceeding involving a different party. Intuit will
not seek to recover its attorneys’ fees and costs in arbitration from you unless
the arbitrator finds that either the substance of your Claim or the relief
sought in your Demand for Arbitration was frivolous or was brought for an
improper purpose (as measured by the standards set forth in Federal Rule of
Civil Procedure 11(b)). Judgment on any award may be entered in any court having
jurisdiction. This agreement to arbitrate shall not preclude any party to the
arbitration from at any time seeking injunctions or other forms of equitable
relief in aid of arbitration from a court of appropriate jurisdiction including
whether a Demand for Arbitration is filed in violation of this Agreement.

Unless you or Intuit seek to have a Claim resolved in small claims court, the
arbitrator shall determine all issues of liability on the merits of any Claim
asserted by you or Intuit and may award declaratory or injunctive relief only in
favor of the individual party seeking relief and only to the extent necessary to
provide relief warranted by that party's individual claim. To the extent that
you or Intuit prevail on a Claim and seek public injunctive relief (that is,
injunctive relief that has the primary purpose and effect of prohibiting
unlawful acts that threaten future injury to the public), the entitlement to and
extent of such relief must be litigated in a civil court of competent
jurisdiction and not in arbitration. The parties agree that litigation of any
issues of public injunctive relief shall be stayed pending the outcome of the
merits of any individual Claims in arbitration. Before a court of competent
jurisdiction issues any public injunctive relief, it shall review the factual
findings of the arbitration award on which any injunction would issue with no
deference to the arbitrator.

Payment of all filing, administration and arbitrator fees will be governed by
the AAA Rules. You are required to pay AAA’s initial filing fee, but Intuit will
reimburse you for this filing fee at the conclusion of the arbitration to the
extent it exceeds the fee for filing a complaint in a federal or state court in
your county of residence or in Santa Clara County, California. If the arbitrator
finds that either the substance of your Claim or the relief sought in your
Demand for Arbitration was frivolous or was brought for an improper purpose (as
measured by the standards set forth in Federal Rule of Civil Procedure 11(b)),
then the payment of all fees will be governed by the AAA Rules and Intuit will
not reimburse your initial filing fee. The parties agree that the AAA has
discretion to modify the amount or timing of any administrative or arbitration
fees due under the AAA Rules where it deems appropriate, provided that such
modification does not increase the AAA fees to you or Intuit, and you and Intuit
waive any objection to such fee modification.

You and Intuit agree that each may bring Claims against the other only in your
or its individual capacity, and not as a plaintiff or class member in any
purported class or representative proceeding. Further, if you have elected
arbitration, unless both you and Intuit agree otherwise, the arbitrator may not
consolidate any other person's Claims with your Claims and may not otherwise
preside over any form of a representative or class proceeding. If Intuit
believes that any Claim you have filed in arbitration or in court is
inconsistent with the limitations in this paragraph, then you agree that Intuit
may seek an order from a court determining whether your Claim is within the
scope of the Class Action Waiver. If this Class Action Waiver is found to be
unenforceable, then the entirety of this Disputes Section shall be null and
void.

GENERAL TERMS (MISCELLANEOUS)

THIS AGREEMENT, INCLUDING ANY SECTION B TERMS, IS THE ENTIRE AGREEMENT BETWEEN
YOU AND INTUIT AND REPLACES ALL PRIOR UNDERSTANDINGS, COMMUNICATIONS AND
AGREEMENTS, ORAL OR WRITTEN, REGARDING ITS SUBJECT MATTER. 

GOVERNING LAW       

The laws of California govern this Agreement and any disputes that may arise.

California law and the Federal Arbitration Act will govern all disputes arising
out of or relating to the Platform, this Agreement and any Additional Terms,
regardless of conflict of laws rules.

The United Nations Convention on Contracts for the International Sale of Goods
does not apply to this Agreement. 

COMPLIANCE WITH GLOBAL TRADE LAWS AND RESTRICTIONS        

You are allowed to use the Platform under the laws of the U.S. and other
applicable territories. The Platform shall not be exported to jurisdictions that
are subject to embargoes or comprehensive sanctions.

You agree that you and anyone who uses the Platform, including the related
website, online services and mobile apps, are not prohibited from using the
Platform under the laws and regulations of the United States or other applicable
jurisdiction. For example, you will not use, export, re-export, import, sell,
release, or transfer the Platform, the Software or the Service directly or
indirectly, except as authorized by United States law, the laws of the
jurisdiction where the Platform and Software are made available, and any other
applicable laws and regulations. In particular, but without limitation, the
Platform, Software, Services, source code, and technology may not be exported,
or re-exported, transferred, or released (a) into any U.S. embargoed and
comprehensively sanctioned jurisdiction (Cuba, Iran, North Korea, Syria and the
Crimea, Donetsk (“DNR”), and Luhansk (“LNR”) regions of the Ukraine) and Russia;
or (b) to anyone included in the U.S. Treasury Department’s list of Specially
Designated Nationals or on any other applicable restricted party lists. You also
agree that you will not use the Platform, Software and Services for any purposes
prohibited by United States law. In addition, you certify that neither you nor
any principals, officers, directors, or any person or entity (including any
beneficiaries, owners, affiliated and/or associated parties) you know to be
directly involved with the use of the Platform, Software and the Services are
not: (a) on any sanctions lists in the countries where the Platform, Software
and Services are available, (b) doing business in any of the U.S. embargoed
countries, and (c) a military end user as defined in 15 C.F.R § 744.




GOVERNMENT END USERS OF SOFTWARE

Even if you are a government end user, your rights to Software are limited to
what is described in this Agreement.

The Software is a "commercial item" as that term is defined in FAR 2.101,
consisting of "commercial computer software," as such term is used in FAR 12.212
and DFARS 227.7202. If the Software is being acquired by or on behalf of the
U.S. Government, then, as provided in FAR 12.212 and DFARS 227.7202-1 through
227.7202-4, as applicable, the U.S. Government’s rights in the Software will be
only those specified in this Agreement.

WAIVER

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

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

ASSIGNMENT  

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

Intuit may assign or transfer this Agreement to any party at any time without
notice to you. You may not assign your rights under this Agreement, by operation
of law or otherwise, without our consent. Any attempts to do so without our
consent will be void.

SEVERABILITY

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

If any provision of this Agreement is unlawful, void, or unenforceable for any
reason, then that provision will be severed and the remaining provisions will
remain in full force and effect.

CONTACT INFORMATION

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




PRODUCT SPECIFIC TERMS

SECTION B TERMS








Version 02212024







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

1. SERVICES

When you use a QuickBooks product or service, you establish a direct
relationship with the QuickBooks brand, including each product and service in
the QuickBooks family and the entities offering those services. 

The Section B Terms include provisions applicable to your use of QuickBooks
generally, as well as additional provisions for your use of specific QuickBooks
products and services.

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

A. Money Movement Service








The "Money Movement Service" is a Service that enables transmission of funds in
connection with payroll processing, payroll tax payments, payments to
third-party vendors or contractors, bill payments, or related payments services.
We may offer Ancillary Payments Services (as defined in Part N) as features of
the Money Movement Service. If you use the Money Movement Service, the following
additional terms in this Part A apply (the “Money Movement Service Terms”).

The Money Movement Service includes money transfer services provided by Intuit
Payments Inc. (“IPI,” “we” or “us”), which is licensed as a money transmitter in
the U.S. jurisdictions listed at Intuit Payment Licenses. While the Money
Movement Service is provided by IPI, under certain circumstances IPI is not
required to provide such service under its money transmitter licenses. If you
have an issue or question about your Money Movement Service, you can call
1-800-446-8848 or send a written request via mail to: Intuit Payments Inc., 2700
Coast Avenue, Mountain View, CA 94043. 

Supplemental Terms for Money Movement Services

The Money Movement Service is only made available in the United States (but not
the U.S. Virgin Islands, Puerto Rico, and other U.S. territories and
possessions). To use the Money Movement Service, 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
   Service; 
 * must not be prohibited from receiving the Money Movement Service under the
   laws and regulations of the United States or other applicable
   jurisdiction. You, any user of the Money Movement Service and any Payor or
   Payee must not export the Money Movement Service to countries that are
   embargoed by the US government. You must not be listed on the U.S. Treasury
   Department’s list of Specially Designated Nationals or any other similar
   prohibition. You must comply with applicable export control and sanctions
   laws and regulations, and will not transfer or provide any part of the
   Services, in violation of these laws and regulations, directly or indirectly.
   on any other third party or governmental sanctions list; 
 * must comply with the terms, conditions and rules applicable to your use or
   access of the ACH and other money movement services provided by IPI currently
   available in or our “Acceptable Use Policy”). 
 * must not engage in any of the activities, business types, or transactions
   that are prohibited in our Acceptable Use Policy; 
 * must not, and must not attempt to use the Money Movement Service 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. 
 * affirm that each Additional User of the Money Movement Service, as
   applicable, who initiates a payment request is authorized to do so on your
   behalf.

Occasionally, IPI may publish additional guidelines, policies, and rules
(collectively "IPI Policies") regarding the Money Movement Service. IPI will
provide appropriate notice to you regarding such IPI Policies. You agree that
your use of the Money Movement Service will comply with and be consistent with
such IPI Policies. You agree to provide any information we deem necessary to
verify your compliance with the 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 Services, including but not limited to:

 * a copy of a government-issued ID for you or a control person, beneficial
   owner, Administrator or Additional User (each, a “Principal”) (such as a
   passport or driver's license);
 * your business license; 
 * taxpayer ID number; or
 * financial or bank statements; utility bills; or personal or business tax
   returns of you or a Principal. 

In addition, without limiting any authorizations you provide as set forth in
Section A, 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’ 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 Principals. You agree that our processing of
your personal information is subject to the Intuit Global Privacy Statement. 

IPI may establish processing limits and assign a maximum dollar amount for the
Money Movement Service 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 and with or without notice or cause, place holds on any Payments (as
defined below) initiated by you in order to protect against potential risk or
fraud. 

Reasons may be based on multiple factors, including, but not limited to: 

 * no or limited payments processing history with Intuit;
 * past performance or standing of your account, including changes in charge
   volume; 
 * unusual activity on your account, including with respect to amount, frequency
   and other factors; or
 * 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 Service 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 and with or without notice
or cause, 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 may be attributed to any hold, review,
or other delay or suspension of a Payment.

IPI reserves the right, in its sole discretion and with or without notice or
cause, to suspend or terminate the provision of the Money Movement Service,
including without limitation, if: 

 * We have reason to believe that fraudulent transactions or other activity
   prohibited by this Agreement has occurred;
 * Such action is necessary to prevent loss to us or any other person; or
 * You violate any portion of the Agreement, including the Acceptable Use
   Policy. 

Upon termination of the Agreement or your access to the Money Movement Service,
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, anti-corruption or other compliance
requirements, if we suspect any fraudulent transactions or other activity
prohibited by this Agreement, or if such action is necessary to prevent loss to
us or any other person.

IPI Provision of the Money Movement Service

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.

With respect to the Money Movement Service for any Ancillary Payments Services:

(i) if 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," an eligible transfer of funds to a Payee that you initiate 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. When
transferring funds IPI receives from you to a Payee, IPI’s obligation with
respect to Payment shall be deemed satisfied when the Payee’s bank credits the
Payee’s account with such funds;

(ii) if you are the "Payee" and the person or entity seeking to pay you is a
"Payor," an eligible transfer of funds to you that the Payor initiates
constitutes a "Payment." When the Payor makes a valid Payment request, IPI
receives funds from the Payor and transmits the funds to you as the Payee in
accordance with the Payor's instructions. When transferring funds IPI receives
from the Payor, IPI’s obligation with respect to Payment shall be deemed
satisfied when your bank credits your account with the funds received from the
Payor."

To use the Money Movement Service 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 (together with ACH, sometimes referred to as "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 termination of such authorization 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.

We may refuse to process your Payment Transaction if we reasonably believe 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:

 * Reverse any corresponding credit issued to IPI, you, your Payees or any other
   party without liability to you or any other party;
 * Reverse direct deposit transactions;
 * Refuse to perform further Services;
 * Apply any money currently held by IPI to any amount owed to us by you; 
 * Charge you a one-time insufficient funds penalty fee; and/or
 * Report this information to any and all credit agencies and/or financial
   institutions. 

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 these Money Movement
Service Terms and including but not limited to, attorney fees, where permitted
by law, will be charged to you. This paragraph shall, to the extent applicable,
survive the termination of the Agreement.

B. Data Transfer Service








 * We may provide you with the opportunity to connect your account or our
   Service with non-Intuit-owned services (“Third Party Services”) (such
   functionality, the “Data Transfer Service”). To do so, you may need to
   provide us with information needed to log into those Third Party Services,
   including username, passwords, and other such information. We will use
   appropriate technical and organizational measures to secure this data
   consistent with applicable data privacy and protection laws or regulations.
   In addition, we will only use these credentials in order to share data with
   the Third-Party Service you have indicated. By providing such details, you
   grant Intuit the right to process and transfer the data as reasonably
   necessary to provide the function or service you consented to.  
 * You agree that your data sharing will comply with all terms and conditions of
   the other services and you will not share data in any manner that is unlawful
   or would infringe or violate the rights of Intuit or any other party. Your
   data sharing with other services may result in the transfer of your data to
   another country where security and privacy controls may not be adequate for
   data protection.
 * We do not guarantee that you will be able to share your data with any
   specific products or services.
 * The Third Party Service may not retain your data after the transfer and
   Intuit will not be responsible for any data loss as a result of the transfer.
   You are responsible for any fees charged by the third party for the data
   access. Intuit will not be liable for any damages, claims, or liabilities
   arising out of or related to the Third Party Services.  

C. Sales Tax Determination Service








The “Sales Tax Determination Service” is a Service that uses information that
you provide to determine tax locations of your company and customers and
respective tax rates. If you use the Sales Tax Determination Service, the
following additional terms in this Part C apply (the “Sales Tax Determination
Service Terms”). 

Accuracy and Completeness

We do not verify the accuracy and completeness of your information and we will
not be responsible for any fines that may be levied against you or liable for
any other penalty, interest or other liability as a result of you providing
inaccurate, incomplete, or untimely information. In the event that we become
aware of any tax agency information that is inaccurate, we may input the correct
information without prior notice to you.

Electronic Filing

You may be given the option of paying the sales taxes electronically
("Electronic Filing"). You are responsible for paying the sales taxes, including
if necessary, for filing and paying it outside the Sales Tax Determination
Service if the taxing authority rejects your payment (e.g., incorrect bank
account number, invalid pin, duplicate payment). By using the Sales Tax
Determination Service, you consent to the disclosure to the applicable tax or
revenue authority of all information pertaining to your use of the Electronic
Filing. Intuit is not responsible for any late payments or related penalties
charged by a taxing authority. Your account will be charged in the amounts owed
for the sales tax calculated and where sufficient funds cannot be cleared into
Intuit accounts when due, Intuit may: (i) notify you that it will not be able to
file the sales taxes due, (ii) terminate your use of the Sales Tax Determination
Service, or (iii) notify the state or other taxing agencies of the
discontinuance of the Sales Tax Determination Service hereunder.

Tax Agency Accounts

If any tax agency's registration process requires an online account to use the
Sales Tax Determination Service, we may, with your consent, create an account
for you and provide you with that account information. If you have already
created an account, you agree to provide us that information or other requested
information to facilitate registration or onboarding. If, at any time, we create
an account for you or access your existing account using your account
information, you must change your login name and password credentials. Intuit
will not be responsible for use of or access to your account immediately after
we provide you notice of our account set up or access.

Electronic Signatures

We may require you to provide your electronic signature to certain forms or
documents required by Intuit or state/federal tax agencies. Such forms will be
made available to you if required. By using the Sales Tax Determination Service,
you acknowledge that you have read the content of the forms, and hereby
authorize us to apply your electronic signature or a rendition of your signature
to all required forms. Your signature will be effective as of your acceptance of
these terms authorizing application of your signature to all specified form(s).
If you revoke your permission for us to use your electronic signature, the Sales
Tax Determination Service will terminate.

Additional Client Users

You may cause an additional client user to be liable for fees and payments if
you:

 * Give the client user access to the Sales Tax Determination Service; and
 * Require the client user to sign-up for the Sales Tax Determination Service
   and agree to the Agreement.

As a service provider, you are responsible for paying Intuit all amounts owed by
the client user for use of the Sales Tax Determination Service if Intuit is not
able to collect from the client user. This section will survive the termination
of the Agreement.

Default or Bankruptcy

If you:

 * Default in the payment of any sum of money hereunder;
 * Default in performing any of your obligations under the Agreement; or
 * 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; then Intuit may do any or all of the following:

 1. Terminate the Agreement; 
 2. Declare all owed amounts immediately due and payable; and/or
 3. require you to deposit with us an amount equal to the 12-month average
    monthly or annual processing charges to prepay for any future processing

D. Data Receipt Service








Login Credentials

We may provide you with the opportunity to import your data from a Third-Party
Service for use within our Services (such Service, the “Data Receipt
Service”). You need to provide us with your login credentials for the
Third-Party Service in order to access such third party products on your
behalf. Maintained login credentials will be encrypted and used in connection
with importing your data to our Service otherwise with your
permission. You represent that you have the authority to both provide us with
your login credentials and to transfer data from the Third-Party Service to
Intuit. The data inputted to our Service is governed under these terms and the
Intuit Global Privacy Statement, which may differ from the terms and privacy
commitments of the Third-Party Service. You are responsible for ensuring that
you have the proper rights, including applicable individual consents, prior to
transferring data to Intuit. 

Third Party Terms and Charges

You are responsible for any fees charged by the Third-Party Service for the data
access. Intuit will not be liable for any damages, claims, or liabilities
arising out of or related to the Third Party Service.  

We Cannot Guarantee Data Availability

Third Party Services may make changes to their websites or programming interface
without providing us notice and such changes may prevent or delay access to your
most recent data.

E. QuickBooks Live Bookkeeping Service








The “QuickBooks Live Bookkeeping Services” means four separate Services: (1)
"QuickBooks Live Cleanup," a one-time historical bookkeeping cleanup service for
businesses; (2) "QuickBooks Live Monthly Bookkeeping," an online monthly
subscription service offering bookkeeping services for businesses; (3)
"QuickBooks Live Assisted Bookkeeping," a monthly subscription service offering
limited guidance to businesses; and (4) "QuickBooks Live Guided Setup Service,"
a one-time guided product setup service tailored to the business. The QuickBooks
Live Services requires an active QuickBooks Online subscription. QuickBooks Live
Cleanup is required for QuickBooks Live Monthly Bookkeeping. The combination
service that includes QuickBooks Live Cleanup and QuickBooks Live Monthly
Bookkeeping is "QuickBooks Live Full Service Bookkeeping." If you use the
QuickBooks Live Services, the following additional terms in this Part E apply to
your use of the applicable Service.

QuickBooks Live Cleanup Services

The QuickBooks Live Cleanup is a required add-on service to QuickBooks Live
Monthly Bookkeeping.

1. Services

Intuit will provide you with virtual access to a team of QuickBooks Live
Bookkeepers, including but not limited to: a one-to-one messaging service, the
ability to schedule appointments during normal business hours subject to the
Live Bookkeepers' availability, and the ability to collaborate and share
required documents with the Live Bookkeepers. Some QuickBooks Live Cleanup
services may be provided by bookkeepers located outside the United States. The
Live Bookkeepers will provide cleanup bookkeeping services beginning on the
financial period that starts on the last day covered on your most recent tax
filing, which was filed and accepted by the IRS, or the first day of the
previous year prior to sign up to the QuickBooks Live Bookkeeping Services (the
"Cleanup Period"). Any Cleanup Period exceeding 15 months is not guaranteed and
may be ineligible based on bookkeeper capacity.

During the Cleanup Period, the Live Bookkeeper will categorize and reconcile
transactions based on the timely information and documentation you provide. The
Live Bookkeepers will: connect bank and credit cards; categorize transactions up
until the last transaction covered in the last tax-filing filed and accepted by
the IRS or the first day of the previous calendar year; reconcile bank and
credit card accounts with past statements, as provided by you; reconcile
remaining balance sheet accounts; and provide a summary report of work completed
and balance sheet and profit loss statement of YTD of clean up period(s). You
must timely provide all necessary documentation required to complete cleanup
including but not limited to: the most recent Federal tax filing accepted by the
IRS (if available), loan statements, and bank and credit card statements. You
will have the opportunity to request a meeting with your Live Bookkeeper to
discuss the summary of the cleanup. You may also request Balance Sheet and
Profit and Loss Statements for the Cleanup period.

Intuit will provide a “documents due” deadline for when your documentation is
due to the Live Bookkeepers for reconciliation services to be completed by the
applicable tax filing deadlines or other peak demand times. Intuit does not
guarantee that cleanup services will be completed in time to meet tax filing
deadlines in the event you provide documentation after the “documents due”
deadline, or if you are no longer eligible for the QuickBooks Live Services for
the applicable tax filing deadline depending on the date of sign up.

2. Scope

QuickBooks Live Cleanup Services does not include:

 * Business consulting services
 * Operational advice
 * Payroll services
 * Sales tax returns or filings
 * Preparation 1099s or tax documentation
 * Tax preparation or assistance with tax preparation, including tax advice
 * Invoicing your customers
 * Collecting outstanding receivables from your customers
 * Accounts receivable and accounts payable management
 * Paying vendors
 * Audit, review, or compile your financial statements, 
 * Prepare or submit any auditor’s or accountant’s report




 * Support for users with foreign bank accounts, multi-currency, cryptocurrency,
   full accrual accounting, commingled funds, more than one business, and more
   than three real estate properties.

To be eligible, the Live Bookkeepers may, at their discretion, provide
assistance removing commingled personal transactions in your QuickBooks Online
account as part of the Monthly Bookkeeping service. You are responsible for
identifying and reporting all personal transactions to the Live Bookkeepers. If
you fall behind in providing documents required to complete the bookkeeping
services or are non-responsive, we reserve the right to cancel the QuickBooks
Live Services at any time, at our sole discretion.

3. Eligibility

Prior to or after signup, the Live Bookkeepers will evaluate your books and
verify eligibility. Intuit reserves the right to limit eligibility and terminate
services based on ineligibility. To be eligible to use the QuickBooks Live
Monthly Services you must: 

Remove any commingled personal or business expenses from your QuickBooks Online
account;

 * Be current, within the past two months, on account reconciliation going back
   to January 1st of the previous calendar year;
 * Be current on your payroll tax filings;
 * Be current on your sales tax return filings; 
 * Not use full accrual accounting;
 * Not be engaged in any illegal activity or any activity reasonably likely to
   cause notoriety, harm, or damage to the reputation of Intuit;
 * Not utilize foreign bank accounts, multi currency, cryptocurrency for money
   movement;
 * Not have investments related to options and futures trading; 
 * Not operate a 401(k) business;
 * Not have more than one business and/or three real estate properties tied to
   the same QuickBooks Online account; and
 * Not exceed the threshold for complexity out of scope which is an assessment
   that includes but is not limited to: your number of online banking or credit
   card accounts, chart of accounts, and problematic transactions.

To be eligible, the Live Bookkeepers may, at their discretion, provide
assistance removing commingled personal transactions in your QuickBooks Online
account as part of the Cleanup services. You are responsible for identifying and
reporting all personal transactions to the Live Bookkeepers. If you fall behind
in providing the documents required to complete the bookkeeping services or are
non-responsive, we reserve the right to cancel the QuickBooks Live Services at
any time, at our sole discretion.

4. Pricing & Billing

QuickBooks Live Cleanup is charged as a one-time fee at the time of sign up for
QuickBooks Live Services. You or Intuit may cancel QuickBooks Live Cleanup at
any time. To cancel the QuickBooks Live Cleanup and terminate the persistent
connection between QuickBooks Online Accountant ("QBOA") and/or Intuit Expert
Portal ("IEP") and your QBO subscription, go to 'Account Settings' and 'Billing
& Subscription' and cancel your subscription. When the Services are canceled,
your cancellation will become effective immediately. You will not receive a
prorated refund.

QuickBooks Live Monthly Bookkeeping

1. Services

Intuit will provide you with virtual access to a team of QuickBooks Live
Bookkeepers, including but not limited to: a one-to-one messaging service, the
ability to schedule appointments during normal business hours subject to the
Live Bookkeepers' availability, and the ability to collaborate and share
required documents with the Live Bookkeepers. Some QuickBooks Live Monthly
Bookkeeping services may be provided by bookkeepers located outside the United
States. The Live Bookkeepers will provide the services for transactions starting
on the first of the month of your signup date and continuing through each
subsequent month, until cancellation. 

Services provided to you by the Live Bookkeepers will be based on the
information you provide. The Live Bookkeepers can provide an overview of the
main features of QuickBooks Online, assist with reports and reporting tools, set
up the chart of accounts, assist with bank connections and import historical
data, and assist with bookkeeping practices and tips. The Live Bookkeepers will
also classify and categorize transactions, and reconcile accounts based on
required documentation provided by you. You must provide documents timely to
complete reconciliations. In addition, the Live Bookkeepers can provide a trial
balance, balance sheet and profit, and/or loss statement at your request. The
reports provided to you are not a substitute for the preparation of financial
statements in accordance with the applicable financial reporting framework, as
determined by you. 

Intuit will provide a "documents due" deadline for when your documentation is
due to the Live Bookkeepers for annual year-end reconciliation services to be
completed by applicable tax filing deadlines or other peak demand times. Intuit
does not guarantee that annual year-end reconciliation services will be
completed in time to meet tax filing deadlines in the event you provide
documentation after the "documents due" deadline or if you are no longer
eligible for the QuickBooks Live Services for the applicable tax filing deadline
depending on the date of sign up.

2. Scope

QuickBooks Live Monthly Bookkeeping Services does not include:

 * Business consulting services
 * Operational advice
 * Payroll services
 * Sales tax returns or filings
 * Preparation 1099s or tax documentation
 * Tax preparation or assistance with tax preparation, including tax advice
 * Audit, review, or compile your financial statements, including preparation or
   submission of any auditor’s or accountant’s report




 * Invoicing your customers
 * Collecting outstanding receivables from your customers
 * Accounts receivable and accounts payable management
 * Paying vendors
 * Support for users with foreign bank accounts, multi-currency, cryptocurrency,
   full accrual accounting, commingled funds, more than one business, and more
   than three real estate properties.

Intuit reserves the right to limit the number of sessions and length, and scope
of each session between you and the Live Bookkeepers. The scope of the
bookkeeping services provided may be limited and is at the sole discretion of
the Live Bookkeepers. The Live Bookkeepers may note and address inconsistencies
in your books; however, they will not make assurances or open or review
bookkeeping records used for the preparation of a filed tax return, or prior to
the service period.

3. Eligibility

Prior to or after signup, the Live Bookkeepers will evaluate your books and
verify eligibility. Intuit reserves the right to limit eligibility and terminate
services based on ineligibility. 

To be eligible to use the QuickBooks Live Monthly Services you must: 

 * Remove any commingled personal or business expenses from your QuickBooks
   Online account;
 * Be current, within the past two months, from January 1st of the previous
   calendar year;
 * Be current on your payroll tax filings;
 * Be current on your sales tax return filings; 
 * Not use full accrual accounting;
 * Not be engaged in any illegal activity or any activity reasonably likely to
   cause notoriety, harm, or damage to the reputation of Intuit;
 * Not utilize foreign bank accounts, multi currency, cryptocurrency for money
   movement;
 * Not have investments related to options and futures trading; 
 * Not operate a 401(k) business;
 * Not have more than one business and/or three real estate properties tied to
   the same QuickBooks Online account; and
 * Not exceed the threshold for complexity out of scope which is an assessment
   that includes but is not limited to: your number of online banking or credit
   card accounts, chart of accounts, and problematic transactions.

To be eligible, the Live Bookkeepers may, at their discretion, provide
assistance removing commingled personal transactions in your QuickBooks Online
account as part of the Monthly Bookkeeping services. You are responsible for
identifying and reporting all personal transactions to the Live Bookkeepers. If
you fall behind in providing the documents required to complete the bookkeeping
services or are non-responsive, we reserve the right to cancel the QuickBooks
Live Services at any time, at our sole discretion.

4. Pricing & Billing

QuickBooks Live Monthly Bookkeeping is charged as a monthly subscription fee
following an initial thirty (30) day free trial access period. You will be
charged the then-current price on the end date of the trial at the prorated
amount, if applicable, and then all ongoing then-current list price charges are
made on your QuickBooks Online billing date each month. Your account will be
automatically charged on a monthly basis until you cancel. The pricing schedule
is subject to change at Intuit's sole discretion. 

You or Intuit may cancel the QuickBooks Live Services at any time. To cancel the
QuickBooks Live Bookkeeping Services and terminate the persistent connection
between QBOA and/or IEP and your QBO subscription, go to 'Account Settings' and
'Billing & Subscription' and cancel your subscription. When the Services are
canceled, all future monthly subscription charges will be discontinued. Your
cancellation will become effective at the end of the monthly billing period. You
will not receive a prorated refund.

QuickBooks Live Assisted Bookkeeping

1. Services

This is a monthly subscription services that offers limited guidance by
QuickBooks Live Bookkeepers to help you manage your books while you maintain
full ownership and control of your books. Intuit will provide you with virtual
access to a team of Live Bookkeepers, including but not limited to: the ability
to schedule appointments during normal business hours subject to the Live
Bookkeeper's availability, and the ability to collaborate and share required
documents with the Live Bookkeepers. The Live Bookkeepers can provide guidance
on topics including: bookkeeping automation, categorization, financial reports
and dashboards, reconciliation, and workflow creation and management; and answer
specific questions related to your books and your business. Some basic
bookkeeping services may not be included and will be determined by your Live
Bookkeeper. The Live Bookkeeper will provide help based on the information you
provide.

2. Scope

 * QuickBooks Live Assisted Bookkeeping does not include working in your books,
   and does not include: 
 * Manage or make changes to transactions inside or outside your books
 * Perform bookkeeping tasks, including evaluating financial statements or
   analytics
 * Provide business consulting services, including budgeting or operational
   advice 
 * Provide payroll services
 * Prepare sales tax returns or filings
 * Preparation 1099s or tax documentation
 * Tax preparation or assistance with tax preparation, including tax advice
 * Invoicing your customers
 * Collecting outstanding receivables from your customers
 * Accounts receivable and accounts payable management
 * Paying vendors
 * Prepare, compile, review or audit of financials
 * Support for users with foreign bank accounts, multi-currency, cryptocurrency,
   full accrual accounting, commingled funds, more than one business, and more
   than three real estate properties.

Intuit reserves the right to limit the number of sessions and length, and scope
of each session between you and the Live Bookkeepers. The scope of the
bookkeeping services provided may be limited and is at the sole discretion of
the Live Bookkeepers. The Live Bookkeepers may note and address inconsistencies
in your books; however, they will not make assurances or open or review
bookkeeping records used for the preparation of a filed tax return, or prior to
the service period.

3. Pricing & Billing

Your account will be automatically charged on a monthly basis until you cancel.
You or Intuit may cancel QuickBooks Live Assisted Bookkeeping at any time. To
cancel the QuickBooks Live Assisted Bookkeeping and terminate the persistent
connection between QBOA and/or IEP and your QBO subscription, go to 'Account
Settings' and 'Billing & Subscription' and cancel your subscription. When the
Services are canceled, all future subscription charges will be discontinued.
Your cancellation will become effective at the end of the monthly billing
period. You will not receive a prorated refund.

QuickBooks Live Guided Setup Service

The QuickBooks Live Guided Setup Service is a one-time virtual session with a
QuickBooks expert, and is only available to new monthly subscribers who are
within their first 30 days of their QuickBooks Online subscription, which is
separate from the QuickBooks Live Full Service Bookkeeping, QuickBooks Live
Assisted Bookkeeping, and QuickBooks Live Guided Setup Service. The QuickBooks
experts will only provide you with instructions on the following: charts of
accounts setup, how to customize invoices, setup reminders, connect bank
accounts and credit cards and other bookkeeping tips. This Service is not
available for QuickBooks trial and QuickBooks Self-Employed offerings, and does
not include desktop migration, payroll setup or payroll services. The QuickBooks
experts may limit the scope of bookkeeping advice, and your particular setup.
Service subject to availability and capacity and your ability to provide timely
information and/or access. 

Additional QuickBooks Live Services Terms

1. Service Limitations

You understand and agree: 

 * The Services are reliant on your timely delivery of requested information and
   reasonable cooperation with your Live Bookkeeper or QuickBooks expert; 
 * Any late or insufficient information may cause delay in the performance of
   the Services, including the inability to provide the Services; 
 * If the QuickBooks Live Services are prevented or delayed by any act or
   non-action by you or business operations and personnel, Intuit will not be in
   breach of our Service obligations or otherwise liable for any related costs
   or losses you may incur; and
 * Service levels and availability will vary based on demand and capacity and
   are subject to change without notice.

That QuickBooks Live Services cannot be relied to: 

 1. Identify or disclose any errors, fraud, theft, illegal acts, and wrongdoing
    within the entity; and
 2. Identify and communicate deficient or material weakness in your internal
    control system.

2. Accounting Method Preference

If you don’t provide Intuit information with your preferred accounting method,
you permit Intuit or the Live Bookkeepers to determine the appropriate
accounting method on your behalf. QuickBooks Live Services supports cash basis
and modified cash basis accounting methods only.

3. Connections

The Live Bookkeepers may use QBOA and/or IEP to establish a persistent
connection to remotely access, view, and edit your QBO company file for the
QuickBooks Live Services. You will have the ability to cancel the persistent
connection following the instructions in the product.

4. Live Sessions

You are required to schedule an appointment for each session. We reserve the
right to cancel a live session at our sole discretion. You may cancel your live
session at any time and may reschedule, but we may not be able to accommodate
multiple reschedulings.

5. Your Responsibilities

You are responsible for the following within your business operations:

 * Designing, implementing, and maintaining internal controls, including those
   relevant to bookkeeping processes and monitoring ongoing activities;
 * Preventing and detecting fraud, including the design and implementation of
   programs and controls to prevent and detect fraud;
 * Identifying and ensuring that you comply with the laws and regulations
   applicable to your activities;
 * Making all personnel, financial records and related information available to
   us on a timely basis, including communications from you;
 * Ensuring that your records and information are complete, accurate and
   safeguarded;
 * Making all management decisions and perform all management functions,
   including determining and approving account codings and approving all
   proposed journal entries;
 * Evaluating the adequacy and results of the services performed; and
 * Accepting responsibility for the results of the services, notwithstanding the
   Accurate Books Guarantee (see below).

6. Accurate Books Guarantee

Accurate Books Guarantee is available for active customers of QuickBooks Live
Monthly Bookkeeping. This guarantee covers the QuickBooks Live Services provided
to you for the duration of your QuickBooks Live Monthly Bookkeeping subscription
and the Cleanup Period. Accurate Books Guarantee is not available with
QuickBooks Live Assisted Bookkeeping.

If you are a registered user of QuickBooks Live Services, at your request,
Intuit will conduct a full evaluation of the Live Bookkeepers work. If the Live
Bookkeepers make an error that requires re-opening of your books, we will
correct the error for the month that error occurred at no additional charge. An
eligible “error” is:

 * A transaction that has been incorrectly categorized to the wrong account;
 * An account balance in QuickBooks that doesn’t match the actual account
   balance; or
 * Improper transactions which can’t be supported by documentation (including
   client responses and client meeting notes). 

If the account balance is in question, you must provide us with a receipt for
the transaction in question, correspondence from your outside tax accountant, or
a document stating the balance of the account. The Accurate Books Guarantee is
void if you change categories, void a transaction, or change transaction data in
any manner after a QuickBooks Live Bookkeeper has posted the transaction. 

7. Liabilities

Intuit will not be liable in any way if the QuickBooks Live Services cannot be
performed completely or accurately because of anything not reasonably within our
control, including inaccurate or incomplete information provided by you. We are
also not responsible for any errors resulting from you reopening the books by
overriding closure after the Live Bookkeepers complete the month-end
closure. Notwithstanding anything to the contrary in the Section A Terms, if any
Intuit error occurs in performing the Live Services, our only responsibility
will be to correct the error in QBO for the month the error occurred.

8. Session Recordings

You consent to your session being recorded (including screen visual) for
internal training and agent assessment purposes.

F. Payroll Services








The “Payroll Services” means the subscription Services offering online payroll
solutions for businesses as further described in this Part F, including the HR
Services and IEVS. If you use the Payroll Services, the following additional
terms in this Part F apply (the “Payroll Services Terms”).  Note that Payroll
Services may be offered as a standalone Service without a QuickBooks Online
subscription.

You may only use the Payroll Service in the United States. For accountants, you
must purchase a separate Payroll Service subscription for your own business and
for each client you support using the Payroll Service (each an “Additional
Client User”). To the extent applicable, when you act on behalf of your
Additional Client User(s), you represent and warrant that you have authority to
do so. You and your Additional Client User(s) are jointly and severally
responsible for paying your Additional Client User(s) subscription fees,
including amounts due to any 3rd parties. Your Additional Client User(s) is/are
solely responsible for paying all amounts debited against their account (e.g.,
payroll, taxes, NSF fees, account closure fees, or reversal fees charged by a
bank). As their agent, you agree on behalf of your Additional Client User(s)
that they will indemnify Intuit with respect to any claims, liability, and
expenses, including reasonable attorneys’ fees and costs arising out of their
use of the Payroll Services or breach of the Agreement. 

We reserve all rights, including the right to terminate the Agreement for you
and any Additional Client Users, in whole or in part in our sole discretion, and
we reserve all rights to all other available remedies permitted by law. This
includes, but is not limited to, if you have insufficient funds in your linked
account to pay amounts due at the time required, or if you refuse to pay. In
those circumstances, we may: (i) recover funds from you pursuant to the Recovery
Authorizations you granted to us in agreeing to the payment terms: (ii) debit
amounts from your payroll taxes withheld on your behalf: (iii) refuse to pay any
unremitted payroll taxes: (iv) discontinue the Payroll Service: and/or (v)
immediately freeze, suspend, or terminate your QuickBooks Online Account or
access to the Payroll Service. All sections in these Payroll Services Terms, to
the extent permitted by law, shall survive the termination of the Agreement.

Government Accounts and Use of Payroll Services

If any government agency's registration process requires an online account to
use the Payroll Services, we may, with your consent, create an account for you
and provide you with that account information. If you have already created an
account, you agree to provide us that information or other requested information
to facilitate registration or onboarding. If, at any time, we create an account
for you or access your existing account using your account information, you must
change your login name and password credentials. Intuit will not be responsible
for use of or access to your account immediately after we provide you notice of
our account set up or access.

Your Responsibilities

You are fully responsible for verifying the identity and work authorization of
your employees and independent contractors in accordance with applicable law and
all of the information you, your employees and independent contractors submit
through the Payroll Service, including for any IRS or other penalties due to
incorrect, inaccurate, incomplete or outdated information. You are responsible
for verifying the accuracy, timeliness, and completeness of any personal, wage,
payroll, or any other information you, your employees or independent contractors
provide or directly input via the Payroll Service or any other method. We are
entitled to rely upon, and are not obligated to independently verify, any such
information, except where required by law. We will not be liable for any
penalty, interest or other liability that results from inaccurate or incomplete
information you, or your employee or independent contractor may supply. You must
submit information we require to provide the Payroll Service, including your
company’s tax information, employee and independent contractor wage and payroll
information, Additional Client User information, and other information we may
request. You assume sole responsibility for, and will ensure that your payroll
information, Content, data, documents or materials used, disclosed, entered into
or created using the Payroll Service are accurate, reliable and complete, do not
violate the Agreement, and comply with the Office of Foreign Assets Control of
the U.S. Treasury and all other applicable laws or regulations. 

Except as otherwise stated herein, Intuit will not be liable for any penalty,
interest or other liability that results from inaccurate or incomplete
information you supply. In the event that Intuit becomes aware of any tax agency
information that is inaccurate, Intuit reserves the right to input the correct
information. Intuit will not be liable in any way if Payroll Services cannot be
performed completely or accurately because of anything not reasonably within our
control, including problems with the Internet or inaccurate or incomplete
information you provide to us. Notwithstanding anything to the contrary in
Section A, if any Intuit error occurs in performing Payroll Services, our only
responsibility will be to make the correct payment or file the correct report
and pay any resulting tax interest or penalty.

You assume full responsibility for the use of the Payroll Service to achieve
your intended purposes, for the proper installation and use of the Payroll
Service and for verifying results from use of the payroll service. 

Electronic Signatures

As part of the Services, we may require you to provide your electronic signature
to certain forms or documents required by Intuit, state or federal agencies. All
forms will be made available to you, including IRS form 8655 Reporting Agent
Authorization which is also included as a link
here: https://www.irs.gov/forms-pubs/about-form-8655. The actual forms that you
will need to sign will vary depending on your business and location. By using
the Payroll Services, you acknowledge that you have read the content of the
forms, and you hereby authorize Intuit to apply your electronic signature or a
rendition of your signature to all required forms. Your signature is effective
as of your acceptance to apply your signature to all specified form(s). Your
signature on these forms is a requirement to use the Services. If you no longer
permit us to use your electronic signature, the Payroll Service will terminate.

Your employee(s) may, but are not obligated to, provide electronic signatures in
connection with their use of QuickBooks Workforce (“QuickBooks Workforce” or
“Workforce,” as described further in Part P). Intuit has no responsibility or
liability with respect to the content, validity, or enforceability of any of
your employee(s) electronic signature(s). Enforceability of electronic
signatures varies by jurisdiction. Please consult with your professional advisor
to determine applicability to your situation.

W-2 Information

In order to use the Payroll Services with regard to your W-2 employees you must
complete IRS Form 8655 (Reporting Agent Authorization) naming “Intuit QuickBooks
Online Payroll, Inc.” as your authorized reporting agent and any other forms or
authorizations requested by us. Further, you hereby authorize Intuit QuickBooks
and its affiliates to take actions on your behalf as is necessary to effectuate
the Payroll Service. By using Intuit QuickBooks Payroll, Inc. to pay independent
contractors, you hereby authorize Intuit QuickBooks Payroll, Inc. to make
payments and filings, including Form 1099-MISC, on your behalf. You represent
and warrant to us that you have obtained all consents necessary under applicable
law to provide us with the information required to provide the Payroll Service,
including consent to access your employees’ and independent contractors’ bank
accounts to process direct deposits of payments and to debit overpayments and
payment errors. You acknowledge and agree that the Payroll Services may not
include all payroll features and functionality necessary to run your business
and to meet all federal, state, and local payroll reporting obligations
applicable to your business. You are responsible for determining whether the
Payroll Services meets your business’ payroll and reporting needs, and we are
not providing any legal, financial, accounting, tax or other professional advice
to you by providing the Payroll Services. For more information about the Payroll
Services, visit our WEBSITE.

ACH Debits and Related Authorizations

You must have a QuickBooks Online Account with a linked, verified, ACH-enabled
U.S. bank or other depository account. You authorize Intuit and other authorized
third parties to debit your linked account in the amounts necessary to (i) fund
your payments, (ii) pay any fees or charges associated with the Payroll Service,
(iii) pay your payroll taxes, (iv) pay any debit, correction or reversing entry
initiated, and (v) pay any other amount that is owing, including for services
provided by us to you unrelated to the Payroll Services. You will maintain a
sufficient balance in your linked account to pay disbursements, fees, payroll
taxes or any other amounts due at the time required.

Wage and Salary Payment and Tax Form Service

You are responsible for verifying that all Payroll Payments have been received
and are accurate.

Funding Timing

Debits will be charged to Your Account (or the Account of your Additional Client
User(s), as applicable) up to five (5) business banking days before the pay date
of the applicable payroll and you must have sufficient funds in Your Account to
fulfill your Payroll Payments on that date. After that, no interest or earnings
will accrue to you and Intuit will hold the money until the Payroll Payments are
made. Once your Payroll Payments are complete and submitted you may cancel them
until we send them to the ACH network. For all funding speeds, deposit timing
may vary because of third party delays, risk reviews or, to the extent
consistent with applicable money transmission laws, issues beyond Intuit’s
control.

The following faster funding features are subject to eligibility criteria and
may not be available in all Services:

 * Same-Day Payroll. You must send Intuit a request for a Payroll Payment before
   7:00AM PST for same-day payroll. Payments processed before 7:00AM PST shall
   arrive the same business day (excluding weekends and holidays);
 * Next-Day Payroll. You must send Intuit a request for a Payroll Payment before
   5:00PM PST for next-day payroll. Payments processed before 5:00PM PST shall
   arrive the next business day (excluding weekends and holidays); and
 * 2-Day Payroll. You must send Intuit a request for a Payroll Payment before
   5:00PM PST for 2-day payroll. Payments processed before 5:00M PST shall
   arrive in 2 business days (excluding weekends and holidays).

Use and Restrictions

 * Special processing fees may apply to some Payroll Services Payments, and
   optional special processing requests may be available as part of the Payroll
   Services for an additional charge.
 * You agree, represent, and warrant that (a) you have received authorization
   from each person or entity to allow you to make Payroll Payments to them and
   to make any necessary adjustments to their account, as appropriate, (b) at
   the time any Payroll Payment is made you have no actual knowledge that the
   authorization has been revoked or terminated, and (c) your Payroll Payments
   comply with the laws that apply to them. In case of any reversing entry for a
   Payroll Payment, you will tell the affected person before the entry is sent.
   You are responsible for maintaining employee authorizations, and all
   applicable record retention.
 * Payroll Services do not include: (a) furnishing physical checks or any form
   of notice of deductions or deposit to employees or contractors, or (b)
   processing of non-tax-related withholdings, including but not limited to:
   wage garnishments, retirement account contributions, or insurance premiums.
 * For certain jurisdictions, the Payroll Service may not: (a) include
   processing of local taxes or taxes not deducted as part of payroll, or (b) be
   available to employers with employees in certain states.
 * There may be restrictions on the number of employees for whom Payroll
   Payments can be processed.

Auto Payroll

Automatic payroll service (“Auto Payroll”) is available if: (i) setup for
employees and the company are complete, (ii) all employees are salaried
employees, (iii) all employees are set up on direct deposit, (iv) bank
verification of Your Account is complete, (v) e-services is enabled, and (vi)
and your account has not been on hold in the last 6 months. Your Account must
have sufficient funds in your account to fulfill your Payroll Payments on the
specified date. By enabling Auto Payroll, you are agreeing to receive text
messages related to Auto Payroll. These texts will be sent when you turn on/off
Auto Payroll or if there have been any errors with Auto Payroll. Additionally,
every pay period you will get texts to remind you that you can make updates to
your Auto Payroll and a confirmation that your payment transactions have been
requested in accordance with your instructions. You are able to text HELP to get
additional help information or STOP to stop receiving the notifications. 

QuickBooks Workforce Web Portal and QuickBooks Workforce Mobile App

Your employee(s) may choose to sign up for QuickBooks Workforce Web Portal
("Workforce Web Portal") and/or Workforce Mobile App ("Workforce Mobile App")
(collectively, "Workforce"), which will allow them to view a limited amount of
your payroll data pertaining solely to their employment (e.g., paychecks, hours,
time off). During employee onboarding, your employee(s) may enter their
Information (as defined in Part P) into Workforce or you may enter such
Information into your Payroll Services account for them. We may use the
Information to send an invitation to your employee(s) to create a Workforce
account. When your employee(s) edit certain of their Information in Workforce
Web Portal, their profile will be updated in your Payroll Services account. Your
employee(s) must consent to electronically exchanging Information through
Workforce Web Portal. Intuit is not responsible for any Information submitted
through Workforce Web Portal or liable for any claims related to the amounts
withheld from paychecks. The Information may also be shared in accordance with
this Agreement. You agree to the following:

1. Electronic Signature.

Your employee(s) may choose to use the electronic signature service (“E-Sign”),
which will allow them to electronically sign and/or certify that the Information
submitted through Workforce is true, correct, and complete to the best of their
knowledge under penalty of perjury. Each time your employee(s) choose to use
E-Sign, the employee expressly (i) affirms that he/she is able to access and
view the Information he/she is electronically signing in E-Sign; (ii) consents
to conduct business electronically with respect to the transaction contemplated;
and (iii) agrees to the use of electronic signatures. Enforceability of
electronic signatures varies by jurisdiction. Please consult with your
professional advisor to determine applicability to your situation. Intuit has no
responsibility or liability with respect to the content, validity, or
enforceability of any electronic signature, nor is it responsible or liable for
any matters or disputes arising from the submission of any of your employees’
Information through Workforce. If required by local law, you are solely
responsible for obtaining physical documents containing your employees’
Information (e.g., W-4, state, or local tax withholding forms), and Intuit has
no responsibility or liability with respect to such physical documents.  

2. Change in Preference.

If your employee(s) elect(s) to manually sign and/or receive Information from
electronic to paper format, you must provide email or paper confirmation
regarding the employee(s) changed preference. This notice must include the date
by which the employee(s) will begin receiving paper format again. Intuit has no
responsibility or liability with respect to obtaining physical copies.

3. Termination of Employment

If you cancel your Payroll Service, your employee(s) will continue to have
access to Workforce for at least 12 months after you cancel your Payroll
Service; however, any edits they make to their Information in Workforce after
such termination will not update your Payroll Service account. Except as
otherwise required herein, Intuit shall have no obligation to store, delete or
retain any data on Customer’s or any employee’s behalf. 

W-2 Transfer Option

When you sign up for the Payroll Services, you may have the option of sending
W-2 information to TurboTax® software or services for the benefit of your
employees, as long as you are an active subscriber. This means that W-2 data
will be transmitted via an encrypted, secure connection to the TurboTax® servers
for automatic download into TurboTax® if your employees elect to use the tax
filing software or services and choose to import their W-2 data automatically.
You will have the option of turning off this functionality through the Payroll
Services. If you turn the functionality off, your employees will not have the
ability to download their W-2 data electronically into TurboTax® software or
services.

Requests for Information

You agree to provide any information to your employees or independent
contractors that such employee or independent contractor requests either
directly from you, or requests from Intuit. Intuit may fulfill requests Intuit
receives directly from your employee or independent contractor about their
personal payroll information, for example, a copy of their pay stubs or
timecards. You agree to indemnify and hold Intuit harmless from any liability
resulting from your failure to respond to such requests for information. Intuit
shall have no liability or responsibility for the accuracy of any content,
recommendation, or data made available to your employees or independent
contractors through or in connection with the Services.

Tax Filings

Please be aware that you are responsible for the timely filing of tax returns
and the timely payment of taxes for your workers, even if you have authorized us
to file the returns and make the payments. Therefore, the Internal Revenue
Service recommends that you enroll in the U.S. Treasury Department’s Electronic
Federal Tax Payment System (EFTPS) to monitor your account and ensure that
timely tax payments are being made for you. You may enroll in the EFTPS online
at www.eftps.gov, or call (800) 555-4477 for an enrollment form. State tax
authorities generally offer similar means to verify tax payments. Contact the
appropriate state offices directly for details. You acknowledge that Intuit
cannot represent you in tax matters. Except as otherwise provided in these
Section B Terms, Intuit cannot file and pay taxes on your behalf.

Setup Services

In order to access onboarding services, you must have a current subscription to
QuickBooks Online Full Service Payroll ("FSP") or QuickBooks Online Payroll
Elite ("Elite").

Setup Information

To enable you to more rapidly begin utilizing FSP or Elite you agree to provide
Intuit with all information necessary to enable Intuit to establish your FSP or
Elite subscription (collectively "Setup Payroll Services").  

Intuit will suggest the most accurate and rapid method for completing your Setup
Payroll Services from the following options:

 * Providing Intuit (by email, fax or other electronic means as instructed by
   Intuit) with true, correct, and complete business information (including but
   not limited to, payroll, EIN, tax and employee information), and any other
   payroll setup information, completed forms, or other data necessary for the
   Setup Payroll Services;
 * Participating in calls with your existing payroll service provider and an
   Intuit representative to obtain necessary Setup Information;
 * Providing uninterrupted access to your QuickBooks or non-Intuit financial
   management software data files, either via upload to Intuit's FTP site in
   accordance with Intuit's instructions or via remote desktop connection
   access; and
 * Responding to Intuit communications and requests for information, and
   reviewing information provided or prepared by Intuit promptly and reasonably
   in advance of and during the Setup Payroll Services process, notifying Intuit
   of any errors.

Representations, Grant of Rights to Intuit

You hereby represent and warrant that you: (i) are the legal owner of the Setup
Information, (ii) you are responsible for obtaining the proper documentation
(including Power of Attorney, Form 8655 Reporting Agent Authorization, and/or
Third Party Administrator) to authorize Intuit as your reporting agent and to
enable Intuit to enroll you in e-services, (iii) have the necessary rights to
grant us the authorizations to act on behalf of you or your business, (iv)
hereby authorize government agencies to disclose your confidential information
to us, (v) agree to provide true and accurate information and to review your
registration information prior to registering with the government, (vi) as the
business owner, remain solely liable for compliance with applicable laws and
regulations regarding your business, including Applicable Data Protection Law,
and (vii) are responsible for ensuring that the grant of these rights is
permissible under the terms of any applicable agreements.

Taxpayer ID Numbers

You agree and acknowledge that Intuit will not be able to complete Setup Payroll
Service for any tax jurisdiction until you have applied for and received an
agency account ID(s) as part of enrollment with the appropriate payroll taxing
authority in the applicable jurisdiction(s) ("Account ID(s)").

Information Verification

Intuit will reasonably ensure the accuracy of information received, but cannot
ensure that the source files used, information provided by other service
providers or company personnel are accurate. Accordingly, Intuit may require you
to verify the accuracy of all the information before commencing use of FSP or
Elite.

Completion of Setup Payroll Services

After you have verified your information, Intuit will assist you in the steps
necessary to commence use of FSP or Elite. At that time the Setup Payroll
Services will be complete.

No Obligation to Provide Payroll Services

Intuit reserves the right to refuse to provide Setup Payroll Service to you and,
in such instances, will refund any fees you paid to Intuit for Setup Payroll
Service.

Consents to Share Information

Intuit QuickBooks is processing your employees’ and independent contractors’
personal information on your behalf in order to provide these services. You
agree to obtain any necessary consents from your employees and independent
contractors for Intuit QuickBooks to provide the Payroll Services and to process
and share personal information as described in the Agreement and in accordance
with the Intuit Global Privacy Statement. 

Additional Services

You may be offered Workers' Compensation Pay-As-You-Go service, Health Benefits
service, or 401(k) and related plan services provided by third parties such as
an insurance carrier or its service provider. To determine your eligibility for
third party service plans, Intuit may share a limited amount of your
information, such as FEIN, with participating third parties with your consent.
No employee or payroll information will be shared with the third party, until
you provide us or the third party your authorization to share the data.
Additional fees and terms may apply to the third party service.

Limited Power of Attorney

You hereby grant Intuit a limited power of attorney to initiate any reasonably
necessary actions on your behalf in order to provide you with the Electronic
Filing and Payment of Payroll Taxes, Direct Deposit, ACH Debit services, and the
Payroll Services, as applicable.

HR Services offered within Payroll Services

If you elect to enroll in any of the subscription services within Payroll
Services that offer access to the HR Support Center, as available within your
product (the "HR Services"), in addition to the terms set forth above, the
following additional terms will also apply:

The HR Services are powered by Mineral, Inc., a third party service provider
("Mineral") and are subject to Mineral's Terms of Service. You agree that your
information and any information that you are providing, will be shared with
Mineral to provide the HR Services to you and such disclosure and use is subject
to Mineral’s Privacy Policy. All information, documentation and tools provided
as part of the HR Services are provided by Mineral, are intended for
informational purposes only, do not constitute legal, accounting or tax advice,
and do not create an attorney-client relationship. Requirements may vary
state-by-state and exceptions may apply. The content and information provided
does not encompass all applicable requirements, law or regulations that may
exist or apply. The HR Services may include live assistance by a Mineral advisor
("HR Pro"). By utilizing this assistance, you agree that the HR Pro may access
and 

review your information to answer your HR related questions. Any assistance
provided to you within the HR Services will be based on information you provide.
You understand and agree that if you provide incorrect or incomplete
information, the advice provided to you may not be accurate or complete. If you
are seeking legal advice, you are encouraged to consult an attorney.

Income and Employment Verification Services

If you elect to enroll in any of the subscription services within any Payroll
Services that offer income and employment verification services ("IEVS"), as
available within your product, in addition to the terms set forth above, the
following additional terms shall apply:

General

IEVS is powered by The Work Number® ("TWN") from TALX Corporation, a wholly
owned subsidiary of Equifax, Inc. and a provider of Equifax Workforce Solutions
("EWS"). You agree that the business information and personal information
provided in connection with the use of Payroll Services, including income and
employment information of your current or former employees (collectively,
“Verification Data”) may be shared with EWS, as permitted in this Section 6, for
disclosure to certain entities and their agents (collectively, “Verifiers”).
This will only happen in accordance with the “Disclosure” section below. If you
do not want this service for your employees and/or if you do not want
Verification Data to be shared with Verifiers, you must update your preferences
and opt out. This can be done at any time by unchecking the "Income &
Employment" box in your "Company Preferences." 

Disclosure

The Verification Data will only be shared with EWS upon request of your
employees (or former employees) or in response to a Verifier’s certified
permissible request under the Fair Credit Reporting Act (“FCRA”).

Data Accuracy

You agree that you will maintain accurate and up to date Verification Data. You
further agree that you will cooperate with Intuit's request to verify the
accuracy of Verification Data and or other information provided within Payroll
Services. 

Guarantees

1. Tax Penalty Protection Guarantee

Intuit works to ensure the accuracy of the payroll tax calculations through the
Payroll Services. If you are a registered user of Elite and you receive a
federal, state, or local payroll tax penalty or interest from an error affecting
your tax calculation accuracy made while using Elite, Intuit will help you
resolve it with the corresponding tax agency, and will cover the penalty and
interest, up to $25,000 (“Tax Penalty Protection Guarantee”). You are required
to: (a) complete the onboarding expert review provided by Intuit with the
Payroll Services for Elite before incurring a charge that is covered by this
Tax-Penalty Free Guarantee; (b) sign up for e-services; and (c) submit the
payroll tax notice to Intuit at TaxNoticeResolution@intuit.com no later than 15
days after the date printed on the notice of your first notice. Intuit will not
pay fees due to willful or fraudulent omission or inclusion of information
inputted by you to the Payroll Services, or if your information does not pass
applicable verification or validation checks for our Money Movement Services.
Intuit will pay you in the amount of the IRS or state penalty and/or interest
paid by you to the IRS or state. You are responsible for paying any additional
tax liability you may owe and providing any other information Intuit reasonably
requests to validate your claim.

2. Accuracy Guarantee

Intuit assumes responsibility for federal and state payroll filings and payments
directly from your account(s) based on the data you supply. As long as the
information you provide us is correct and on time and passes applicable
verification and validation checks for our Money Movement Services, and you have
sufficient funds in your account, we’ll file your tax forms and payments
accurately and on time or we’ll pay the resulting payroll tax
penalties. Guarantee terms and conditions are subject to change at any time
without notice.

3. Customer Support

We provide customer support to help you set up your Payroll Services correctly
and run the Payroll Services. If you select the "Client Retail Services," we
also provide support directly to your Client Company (as defined in the Payroll
Services). If you select the "Accountant Wholesale Services," we do not provide
support directly to your Client Company; however, we will answer your questions
about your Client Company's payrolls, as well as your questions about your own
payroll. Free live support may be available by telephone or online, according to
our standard practices.

4. Additional Paid Services

There are additional supplemental services that are available. Additional fees
and requirements may apply. These services include but are not limited to
support services for tax notices, corrections, amendments, W2C/1099, entity
change, third party sick pay, cancellations and year-end filings, and
reactivations.

Data Rights and Privacy

In your use of the Payroll Services you are hereby granting Intuit a
non-exclusive, worldwide, royalty-free right and license to collect, use, copy,
display, perform, store, transmit, modify and create derivative works of the
Customer Data and Account Data for Intuit’s lawful business purposes. Further,
Intuit may use the Customer Data and Account Data to improve Payroll Services
and other Intuit products.  

If you use Payroll Services, Intuit will be the Controller of Customer Data when
using the Personal Information for Intuit’s own purposes, including for
improvements in Payroll Services, generating analysis of your and your
employer’s use of the Services, and presenting opportunities with Intuit to end
users, and you will be the Controller of the Personal Data and Customer Data
that we Process on your behalf and we will process that Personal Information as
a Processor in accordance with our QuickBooks Time and Payroll Services Data
Processing Agreement. 

The terms above, "Account Data," "Controller," "Customer Data," "Processor,"
"Data Subject," "Personal data" (also referred to as Personal Information in the
QuickBooks Time and Payroll Services Data Processing Agreement) "Processing"
(and "Process") and “Usage Data” referenced herein shall have the meanings given
in the QuickBooks Time and Payroll Services Data Processing Agreement, which is
hereby incorporated by reference in the Agreement. If there is any discrepancy
between the Agreement and the QuickBooks Time and Payroll Services Data
Processing Agreement with respect to the collection, use, and/or disclosure of
Customer Data (as defined in the QuickBooks Time and Payroll Services Data
Processing Agreement), the QuickBooks Time and Payroll Services Data Processing
Agreement will control.

You shall at all times provide to Intuit Personal Information, including any
sensitive personal information, (i) in compliance with Applicable Data
Protection Law, with proper notice and consent for both parties’ collection and
use of such personal information as contemplated hereunder, and in compliance
with Customer’s own privacy policies; and (ii) having procured all rights,
licenses, and consents, and having all power and authority necessary, to provide
Personal Information to Intuit and/or to enable Intuit’s collection and use of
the same and that such use will not infringe or violate any rights of any other
person or third party. Without limiting either party’s obligations under the
Data Processing Agreement, you shall comply with all consumer privacy rights
requests, including requests to stop the sale or sharing of Personal Information
or requests to delete personal information, that (i) you receive directly from
an end user or (ii) that Intuit passes to you. 

G. Direct Deposit Service








The “Direct Deposit Services” means the subscription services offering direct
deposit solutions for businesses as further described in this Part G. If you
elect to enroll with any Direct Deposit Services, either as a feature of the
Payroll Services or an add-on subscription to other Services, the following
additional terms in Part G apply.

Direct Deposit

“Direct Deposit” is a deposit of money by you into an employee or contractor
payee's bank account, and requires the setup of direct deposit and bank
verification. For all funding speeds, deposit timing may vary due to third party
delays, risk reviews or, to the extent consistent with applicable money
transmission laws, issues beyond Intuit’s control. Direct Deposit Services will
begin after Intuit receives and processes any information we request as part of
your enrollment, including any credit or banking information. The information
you provide must be accurate and complete, to begin performing Direct Deposit
Services for you. Faster funding features (Same-Day, Next-Day and 2-Day Direct
Deposit) are subject to eligibility criteria and may not be available for all
Services. Arrival time varies by feature and excludes weekends and holidays:

 * Standard Direct Deposit. Payment request must be submitted 5 business days
   prior to the processing date;
 * Same-Day Direct Deposit. Payment request must be submitted before 7:00AM PST
   in order to process and arrive the same business day;
 * Next-Day Direct Deposit. Payment request must be submitted before 5:00PM PST
   in order to process and arrive the next business day; and
 * 2-Day Direct Deposit. Payment request must be submitted before 5:00PM PST in
   order to process and arrive in 2-business days.

Use and Restrictions

You or your Client Company may submit requests to process and send Direct
Deposit Payments to your employees or contractors. Additional fees may apply to
some Direct Deposit Payments and optional special processing features that may
be available as part of the Direct Deposit Service.

You agree, represent, and warrant that (a) you have received authorization from
each receiving person or entity to allow you to make Direct Deposit Payments and
to make account adjustments, as appropriate, (b) when Payment is made, you have
no actual knowledge that the authorization has been revoked or terminated, and
(c) your Direct Deposit Payments comply with the laws that apply to them. In
case of any reversal of a paycheck Direct Deposit, you must advise the affected
person or entity before such entry is sent. You are responsible for maintaining
employee authorizations and all applicable record retention.

 * Direct Deposit Services do not include furnishing physical checks or
   provision of notice of deductions or direct deposit to employees or
   contractors.
 * Direct Deposit Services may not be available to employers with employees or
   contractors in certain states.
 * There may be restrictions on the number of employees and/or contractors for
   whom Direct Deposit Services can be processed.

H. QuickBooks Insurance








You may be offered certain insurance or retirement benefits provided by third
parties as part of your subscription. To determine eligibility for third party
benefits, Intuit may, with your authorization, share a limited amount of your
information with participating third parties in accordance with the Intuit
Global Privacy Statement. Additional fees, terms and consents may apply. We do
not guarantee availability or eligibility for any benefit.

I. QuickBooks Time Service








“QuickBooks Time” or “QB Time” is a subscription Service, which permits the
processing, retrieval, and transmission of transaction data submitted by you and
your workers through an Internet-based online account ("QB Time Web") or Mobile
App ("QuickBooks Workforce Mobile App") . For the purposes of this section, QB
Time refers to both QB Time Web or the QuickBooks Workforce Mobile App. If you
elect to enroll with QB Time, or if you use QB Time through your QuickBooks
Online Payroll Premium or Elite subscription, the following additional terms in
this Part I apply:




 * You acknowledge that QB Time is not a payroll system, and you take full
   responsibility to validate the accuracy of data produced by QB Time when you
   use it for your own payroll or billing purposes.
 * You accept sole responsibility for ensuring that you and your workers’ use of
   QB Time is in compliance with state and federal laws and reporting
   obligations. You agree to indemnify and hold Intuit harmless from (i) any and
   all payroll, tax, immigration and labor compliance liabilities and (ii) any
   liability arising from your or your workers use of QB Time in a manner that
   violates Applicable Data Protection Laws (as defined in the QuickBooks Time
   and Payroll Services Data Processing Agreement).
 * Certain QB Time features include multiplying hours tracked by a monetary
   figure supplied by you and is provided for reference only, does not reflect
   actual calculation of any payment payable by you, should not be relied upon,
   and is not warranted or guaranteed by Intuit to be a payroll calculation or
   any other payment calculation. You accept sole responsibility for the
   determination of the actual calculation of the payment payable by
   you. Without limiting the foregoing, Intuit shall have no liability or
   responsibility for the accuracy of any content, recommendation, or data made
   available to you through or in connection with the QB Time Service. 
 * Tax Exempt Orders for QB Time: Intuit must receive a copy of a valid sales
   tax exemption certificate to ship without tax; otherwise, Intuit will apply
   the appropriate tax rate based on your shipping address to your order. Once
   the details of your order are finalized, Intuit or our tax exempt
   verification partner will email with instructions to file your exemption
   certificate. 
 * You acknowledge that QB Time is COTS or "Commercial-Off-The-Shelf Software"
   items.
 * QB Time is intended solely as a time record keeping product by small business
   owners. Any other use of QB Time will not be in accordance with its intended
   design or as defined in this Agreement. All use of QB Time requires that any
   public disclosures, communication, characterizations, references to QB Time
   or uses of QB Time, references to Intuit, collection of data, or releases of
   information of any kind pertaining to the purchase or license of QB Time, are
   expressly prohibited and require prior written consent from Intuit. 

Data Rights and Privacy

 * Without limiting any other right of Intuit under the Agreement, in your use
   of QB Time and except as required under the QuickBooks Time and Payroll
   Services Data Processing Agreement, you are hereby granting Intuit a
   perpetual, non-exclusive, worldwide, royalty-free right and license to
   collect, use, copy, display, perform, store, transmit, modify and create
   derivative works of the Customer Data and Account Data for Intuit’s lawful
   business purposes. Further, Intuit may use the Customer Data and Account Data
   to improve QB Time and other Intuit products.  
 * If you use QB Time, Intuit will be the Controller of Account Data and
   Customer Data when using the Personal Information for Intuit’s own purposes,
   including for improvements in QB Time, generating analysis (depending on the
   nature of the processing) of your and your employee’s use of the Services,
   and presenting opportunities with Intuit to end users, and you will be the
   Controller of the Personal Data and Customer Data that we Process on your
   behalf and we will process that Personal Information as a Processor in
   accordance with our QuickBooks Time and Payroll Services Data Processing
   Agreement. 
 * The terms above, "Account Data," "Controller," "Customer Data," "Processor,"
   "Data Subject," "Personal data" (also referred to as Personal Information in
   the QuickBooks Time and Payroll Services Data Processing Agreement)
   "Processing" (and "Process") and “Usage Data” referenced herein shall have
   the meanings given in the QuickBooks Time and Payroll Services Data
   Processing Agreement, which is hereby incorporated by reference in the
   Agreement. If there is any discrepancy between the Agreement and the
   QuickBooks Time and Payroll Services Data Processing Agreement with respect
   to the collection, use, and/or disclosure of Customer Data (as defined in the
   QuickBooks Time and Payroll Services Data Processing Agreement), the
   QuickBooks Time and Payroll Services Data Processing Agreement will control.
 * You shall at all times provide to Intuit Personal Information, including any
   sensitive personal information, (i) in compliance with Applicable Data
   Protection Law, with proper notice and consent for all parties’ collection
   and use of such personal information (including location information tied to
   a device) as contemplated hereunder, and in compliance with your own privacy
   policies; and (ii) having procured all rights, licenses, and consents, and
   having all power and authority necessary, to provide Personal Information to
   Intuit and/or to enable Intuit’s collection and use of the same and that such
   use will not infringe or violate any rights of any other person or third
   party. Without limiting either party’s obligations under the QuickBooks Time
   and Payroll Services Data Processing Agreement, you shall comply with all
   consumer privacy rights requests, including requests to stop the sale or
   sharing of Personal Information or requests to delete Personal Information,
   that (i) you receive directly from an end user or (ii) that Intuit passes to
   you. 

QuickBooks Workforce Mobile App

You can invite your worker(s) to track time through the QuickBooks Workforce
Mobile App ("Workforce Mobile App").  You agree to the following:

1. Electronic Signature

Your worker(s) may choose to use the electronic signature service (“E-Sign”),
which will allow them to electronically sign and/or certify that the information
submitted through Workforce is true, correct, and complete to the best of their
knowledge under penalty of perjury. Each time your worker(s) choose to use
E-Sign, the worker expressly (i) affirms that they are able to access and view
the information they are electronically signing in E-Sign; (ii) consents to
conduct business electronically with respect to the transaction contemplated;
and (iii) agrees to the use of electronic signatures. Enforceability of
electronic signatures varies by jurisdiction. Please consult with your
professional advisor to determine applicability to your situation. Intuit has no
responsibility or liability with respect to the content, validity, or
enforceability of any electronic signature, nor is it responsible or liable for
any matters or disputes arising from the submission of any of your workers’
information through Workforce. If required by local law, you are solely
responsible for obtaining physical documents containing your workers'
information), and Intuit has no responsibility or liability with respect to such
physical documents.  

2. Change in Preference

If your worker(s) elect(s) to manually sign in paper format, you are responsible
for providing any required notices or confirmations. Intuit has no
responsibility or liability with respect to such notices or obtaining physical
copies.

J. QuickBooks Commerce Service








“QuickBooks Commerce” or "QB Commerce" is an Internet-based Service which
provides omni-channel commerce and accounting capabilities for businesses to
manage multiple online and in-store sales channels and inventory. If you use QB
Commerce, the following additional terms in this Part J apply. Each QB Commerce
account may only be used to support one business.

Usage limits and restrictions

Intuit may impose usage limits and restrictions on your QB Commerce use and
subscription. These limits may include: monthly order volume, stock keeping unit
("SKU”) list entries, and automated data import and migration capabilities,
inventory items, multi-language user interface functions, and contract
manufacturing or multi-stage manufacturing product sourcing. When you exceed the
usage limits for your subscription plan, we may deactivate or suspend your
subscription.

Storefront Terms

You may be permitted to create an online, virtual ecommerce storefront (“Store”)
within the QB Commerce platform offered through a unique URL.  

1. Compliance

You are solely responsible for the Content (defined in the Section A Terms) you
display in your Store, and your item inventory, shipment, and compliance with
all applicable laws and regulations. 

2. International Sales

With respect to international sales, sellers and buyers are responsible for
complying with all laws and regulations applicable to the international sale,
purchase, and shipment of items.

3. Intellectual Property Rights

Intuit respects the intellectual property rights of others and expects that you
do the same. The QB Commerce platform includes a marketplace of individual
third-party sellers who manage and control their own Stores. Content uploaded on
the QB Commerce platform is generated by the user, who is an independent seller,
and who is not an employee, agent, or representative of Intuit. Intuit Users of
QB Commerce are responsible for ensuring they have all necessary rights to the
Content and that they are not infringing or violating any third party’s
intellectual property rights by posting and/or displaying it on their Store.

4. Content Removal

Notwithstanding anything to the contrary in the Section A Terms, although Intuit
has no obligation to screen materials or monitor your Store(s), Intuit may do so
and may remove any Store(s) or Content, including if Intuit believes they may be
(or are alleged to be) in violation of any applicable laws, regulations, the
Agreement, or are otherwise objectionable or offensive in Intuit’s sole
discretion.

5. DMCA

If persons believe that their copyrighted work has been used in a way that
constitutes copyright infringement and is accessible through QB Commerce, they
may notify Intuit’s Designated Agent, as set forth in the Digital Millennium
Copyright Act of 1998 (DMCA). To be processed, all notices must comply with the
requirements of the U.S. Copyright Act 17 U.S.C. 512(c)(3) and regulations
promulgated thereunder, each as amended. Upon receiving a DMCA notice, Intuit
reserves the right to remove or disable access to the claimed-infringing
materials. For more information, see https://www.intuit.com/legal/.

6. Store Design Templates

Intuit or its licensors own all right, title and interest in and to any store
design templates made available to QB Commerce users. Until the termination of
the Agreement or your subscription, and as long as you comply with the
Agreement, Intuit grants to you a personal, limited, non-exclusive, revocable,
non-transferable right and license to use the store design templates only to the
extent necessary for you to access or use QB Commerce. You agree not to enforce,
against Intuit or any third party, any rights you may obtain in any
modifications, improvements or derivative works created by you or on your behalf
of the store design templates made available to QB Commerce users. 

K. QuickBooks Self-Employed Service








“QuickBooks Self-Employed Service” or “QBSE” is an online Service for the
self-employed to manage and categorize their personal and business finances
through an online account. If you use QBSE, the following additional terms in
this Part K apply. Each QBSE account may only be used to support one
self-employed individual. Note that QBSE may be offered as a standalone Service
without a QuickBooks Online subscription. 

Intuit may provide you with an estimate of the taxes you owe for a calendar
quarter. You acknowledge that this amount is an estimate and may not be a
sufficient amount. You may select to have Intuit submit your request to transmit
payment of your estimated quarterly taxes electronically to the applicable
federal and/or state taxing authority (the "Electronic Filing Services"). You
are responsible for verifying the status, confirming that payment of your
estimated taxes 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 payment (e.g., incorrect bank account number,
invalid pin, duplicate payment). You agree to save a copy of your confirmation
of payment that Intuit provides to you for your records. By using this system to
prepare and submit your estimated taxes, 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. Intuit does not represent that the
Electronic Filing Service will be available at any given time. By using the
Electronic Filing Service, you acknowledge that it may not be available and able
to transmit data to the taxing authority, and that Intuit is not responsible for
any late payments or related penalties charged by a taxing authority.

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

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

L. QuickBooks Online Accountant and ProAdvisor Program








QuickBooks Online Accountant ("QBOA") is an online solution for accountants,
bookkeepers and other individuals or entities that provide accounting and other
financial services to their clients. If you register for QBOA, you will be able
to create and access new and existing QBO Accounts of your clients. QBOA also
provides you with professional tools and access to our QuickBooks ProAdvisor
Program, which is subject to separate terms and conditions, incorporated herein.

Your Responsibilities

When you create or access QBO Accounts for your clients, you represent and
warrant that you are acting on behalf of your client and with their written
consent. Any attempt to create, access or use your client’s QBO Account without
their written consent is prohibited and we may limit your access to QuickBooks
or remove your account if you violate these terms.
















QuickBooks ProAdvisor Program

In addition to these Section B Terms, your participation in the QuickBooks
ProAdvisor Program will be subject to these additional terms
at: https://quickbooks.intuit.com/var/pap-terms/.

Revenue Share Program. The QuickBooks Online Accountant Revenue Share Program
(the "Revenue Share Program") allows eligible QBOA firms to enroll in the
Revenue Share Program and add and manage new subscribers through "Add Client"
for certain subscriptions ("Rev Share Subscriptions"). Each Revenue Share
Program participant is eligible to receive revenue share on certain Rev Share
Subscriptions and certain add-on services ("Rev Share Payment(s)"). Each Rev
Share Subscription must be client-billed, and cannot be paid for by the QBOA
accountant or firm. Rev Share Subscriptions and certain add-on services means
the QuickBooks services and the associated revenue share are available at the
following WEBSITE, and does not include certain add-on services for which Intuit
charges a fee and is not already included in the base fee for the subscription,
including but not limited to, contractor fees, workers' compensation, health
benefits, 401(k) plans, etc. Intuit may terminate these terms or the Revenue
Share Program or modify the terms or the Revenue Share Program for any reason
and at any time, at Intuit's sole discretion, without notice.

Revenue Share Enrollment. In order to enroll in the Revenue Share Program, you
will be required to submit certain information, such as the following: legal
name, business name, accounting firm type, EIN or SSN, address and a W9. You
will also be required to set up direct deposit. Only one (1) QBOA user may
enroll the QBOA firm in the Revenue Share Program. Intuit will determine whether
you are accepted into the Revenue Share Program once the above information has
been provided by you. Intuit reserves the right to accept or decline any firm.
By enrolling in the Revenue Share Program, you agree that you (i) will conduct
your business and activities in compliance with all such applicable restrictions
and requirements, (ii) are not precluded from receiving revenue share, (iii) are
not engaged in the provision of any services for which the receipt of a revenue
share is prohibited and (iv) where applicable, will make required disclosures to
your client(s) relating to your involvement in the Revenue Share Program.

Revenue Share Payment. Intuit shall make Rev Share Payment(s) to the Revenue
Share Program participants for each new subscriber added through the Revenue
Share Program on a monthly basis and which will be initiated on Tuesday of the
second week of each month. The Rev Share Payment(s) are calculated based on the
price paid to Intuit by the client on their billing date. The first month of the
subscription is free. After the first month of the subscription, if the client
enters in their payment details, the firm is eligible to receive Rev Share
Payments for the subsequent 12 months only. All such Rev Share Payment(s) shall
be made to you in U.S. dollars via direct deposit to the bank account added by
you upon enrollment in the Revenue Share Program. Any such Rev Share Payment(s)
shall cease on the earlier of (i) 12 months after enrollment of the new paid
subscription; or (ii) upon termination, expiration, cancellation of the
subscription, this Agreement, and/or the Revenue Share Program. After
termination, expiration or cancellation of the subscription or enrollment in the
Revenue Share Program, a final Rev Share Payment shall be made to you, unless
otherwise determined by Intuit. If a user fails to pay for the subscriptions
added through the Revenue Share Program, Intuit reserves the right to offset
such Rev Share Payment(s) paid to you from such unpaid subscription fees against
your future Rev Share Payment(s).

M. QuickBooks Time PRO








In addition to these Section B Terms, your use of QuickBooks Time Pro will be
subject to these additional terms available
at: https://quickbooks.intuit.com/time-tracking/pro-terms-of-service/.

N. QuickBooks Payments








Intuit Payments Inc. (“IPI”), which is a subsidiary of Intuit, Inc., offer
payments functionality as features of the Services (the “Ancillary Payments
Services”). To the extent that your use of the Ancillary Payments Services
involves the transmission of funds in connection with card, ACH (electronic bank
payment) and other payment processing Services (collectively, “QuickBooks
Payments”) the additional terms and conditions of this Part N apply (the
"QuickBooks Payments Terms"). For clarity, these QuickBooks Payments Terms and
the Money Movement Service Terms apply to your use of QuickBooks Payments as a
QuickBooks Online subscriber and/or as a QuickBooks Money user. QuickBooks
Payments is provided to you by IPI, a licensed money transmitter, or by a third
party payment services provider, including PayPal and others. Please note that
where the QuickBooks Payments are provided by IPI, under certain circumstances
IPI is not required to provide such services under its money transmission
licenses. In this Part N, the terms “Intuit,” “we,” “our” or “us” shall refer to
IPI solely with respect to the provision of QuickBooks Payments.

To the extent anything in these QuickBooks Payments Terms conflict with an
applicable card or payment network rule (such as VISA, MasterCard, American
Express, Discover, or NACHA) (collectively, the “Rules”), you are required to
comply with these QuickBooks Payments Terms except to the extent such compliance
would result in a breach of the Rules.

In connection with enabling you to receive payments from your customers through
QuickBooks Payments, you hereby appoint Intuit as your limited payments agent
for the purpose of receiving, holding, and settling payments to you pursuant to
this Agreement. You represent and warrant that each payment that you direct
Intuit to process through QuickBooks Payments is for the completed and fulfilled
sale of goods or services from you to a customer. You further agree and
understand that a payment received by Intuit, on your behalf, satisfies your
customer’s obligation to pay you, regardless of whether Intuit actually settles
such payment to you. In the event that Intuit does not make any such payment to
you, you will have recourse against only Intuit and not against your customer.

Eligibility for the Payment Services. QuickBooks Payments 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 eligible to use QuickBooks Payments, you and
your Principals: (i) must not be domiciled, reside, or have a principal place of
business outside the United States; (ii) must not be engaged in any illegal
activity or any activity reasonably likely to cause notoriety, harm, or damage
to the reputation of Intuit, our sponsor banks, payment systems and card or
payment networks (such as VISA, MasterCard, American Express, Discover, JCB,
NACHA, Apple Pay, PayPal and Venmo); (iii) must not be listed on a VISA
Terminated Merchant File, MasterCard MATCH, or any other third party or
governmental prohibited merchant or individual lists; (iv) must not be included
in lists maintained by the United States, or other applicable jurisdictions
prohibiting transactions with and the export of US products to certain entities,
people and jurisdictions to include Cuba, Iran, North Korea, Syria and the
Crimea region of the Ukraine; and (iv) must comply with our Acceptable Use
Policy. If previously identified by VISA risk programs, you must self-disclose
when the identification occurred and under what specific programs. You may only
use QuickBooks Payments for the business and purpose described by you in your
Merchant Application.

Your Responsibility for QuickBooks Payments. By using QuickBooks Payments, you
are confirming that you are either a principal or owner of your business and/or
are authorized to act on the business’ behalf. You agree and understand that
Intuit’s decision to provide QuickBooks Payments is conditioned on both the
principal or owner’s personal financial stability and that of the business, and
you hereby authorize us, without limiting any authorizations you provide as set
forth in Section A, to conduct any necessary identity, credit, and financial
status checks at any time to determine your and the business’ creditworthiness
and/or ability to perform the obligations hereunder. Late payments, missed
payments, non-payments, and other defaults on your Merchant Account may be
reflected in your business’ credit report and/or your personal or individual
credit report.

Verification; Credit Checks for QuickBooks Payments. You agree and authorize us,
without limiting any authorizations you provide as set forth in Section A,
(directly or through third parties) to make any inquiries we consider necessary
to verify your or, in the case of an entity, the principals’ or owners’
identities, and account information, or to determine your and the business’
current and ongoing creditworthiness, financial status, and/or ability to
perform the obligations hereunder. This may include asking you to confirm your
email address, mobile/phone numbers, or bank accounts, or by verifying your
information against third-party databases (including by obtaining your
individual and business credit report, personal profile, or other information
from one or more third-party databases). If you are a QuickBooks merchant, you
agree that we may access and use your QuickBooks account information for
underwriting, identity verification, or fraud analysis purposes. Additionally,
you agree that your bank and the consumer reporting agencies may release any and
all individual and business credit and financial information to us. You further
authorize us to disclose any information obtained from any source (including
credit reports) to any governmental, administrative, or regulatory entity, our
respective vendors and affiliates for fraud or verification purposes, any third
party to the extent such parties provide Services to you or us, or to comply
with applicable law or investigation, including, without limitation, the USA
PATRIOT Act. You acknowledge and agree that we may request that you provide
additional information at any time, 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. You consent to us updating your account
information from time to time based on information provided by you, your bank,
other payments services providers, or other reliable data sources used to
evaluate the current status of the business and/or its owners.

Participating Sponsor Banks; Commercial Entity Agreements. You acknowledge and
agree that these QuickBooks Payments Terms are between you and Intuit, not with
any other third party (including, but not limited to, any card or payment
network such as MasterCard, VISA, JCB, Discover, American Express, Apple Pay,
PayPal, Venmo or any of our sponsor banks), however, these third parties are
third-party beneficiaries of this Agreement. We may require that you enter into
separate and direct agreements (a “Commercial Entity Agreement”) with one or
more of our sponsor banks or card networks if your processing volume exceeds
certain threshold amounts (see Commercial Entity Merchant Agreement). A copy of
the Commercial Entity Agreement can be found in our Legal Documents page which
shall be in effect, and considered accepted by you, upon your exceeding such
threshold amounts. In certain circumstances, new pricing terms, including but
not limited to card processing rates and fees, may apply. You agree that our
sponsor bank and all parties to a Commercial Entity Agreement may rely on the
information you provided in your Merchant Application for approval and
underwriting of your Commercial Entity Agreement. Terms of the Commercial Entity
Agreement will govern your use of the specific services contemplated under the
Commercial Entity Agreement.

Merchant Application; Updating Your Information. You must complete a payment
processing services application (“Merchant Application”) and be approved by our
underwriting system prior to your use of the Services. Once approved, you will
be issued a Merchant Account (see Section 10 below). You understand that our
release of any payments funds to you is subject to our credit and Merchant
Application approval, and your receipt of a Merchant Account. If, for any
reason, your Merchant Application is denied, any payment funds held by us will
be returned to your customers. You agree that the information you provided in
the Merchant Application (or otherwise requested by Intuit as part of an
application or investigation process) is true, accurate, and complete. You agree
to update us on an ongoing basis with: a list of principals, owners, or officers
for your business including their home addresses, personal and business
telephone numbers, and email addresses; all “Doing Business As” (DBA) names used
by you; your business address and telephone number; the URL (web address) for
your business; and a complete description of goods and services provided by your
business. If the scope or nature of your business, or the type of products or
services you offer changes, you agree to notify us prior to such change. You are
liable to us for all losses and expenses incurred by us arising out of your
failure to report any changes to us. Intuit reserves the right to immediately
terminate the QuickBooks Payments Terms or suspend your access to QuickBooks
Payments in the event of a change in information you previously provided to us.

Pricing and Payment. For a list of rates and fees for QuickBooks Payments, see
the pricing schedules made available here. Pricing and limits may differ for
QuickBooks Online subscribers and QuickBooks Money users. All rates and fees are
in U.S. dollars and subject to change; where you may become subject to any
increase in rates or fees, we will provide thirty (30) days advance notice. We
may provide you notice by posting updated pricing or terms on our website or
sending you email communication. Notwithstanding anything to the contrary in the
Section A Terms, price changes are effective on the date indicated on our notice
or posted terms. By continuing to access and use QuickBooks Payments after we
have provided you any price changes, you are agreeing to such changes. All fees
due in connection with QuickBooks Payments are non-refundable, whether such fees
are set-up fees, transaction fees, monthly subscription fees, or other fees. You
may incur price increases should you request changes to QuickBooks Payments
offerings, including, without limitation, moving QuickBooks Payments from
QuickBooks Online to QuickBooks Desktop, or if you cancel your QuickBooks Online
subscription and use QuickBooks Payments through your QuickBooks Money account,
and notwithstanding anything to the contrary in the Section A Terms, you agree
to pay the increased fee starting on the date of confirmation of your QuickBooks
Payments offering change or immediately following the termination of your
QuickBooks Online subscription. You agree to immediately pay us all fees set
forth in your Merchant Application, the applicable Pricing Schedule, and/or in
other provisions of these QuickBooks Payments Terms. You agree that you will
also be responsible for any Chargebacks and any fees, fines, or penalties
assessed to us or to you by any card or payment network as a consequence of your
use or misuse of QuickBooks Payments or your card processing activities. You
agree that we may collect fees and other amounts owed under these QuickBooks
Payments Terms by different means, including but not limited to: netting against
the proceeds of your processing activity; debiting your Bank Account, Reserve
Account, or any other account you may have at any financial institution; or
exercising any other legal rights and remedies we may have under law or equity.
You agree that we may collect reasonable fees (including attorney’s fees)
arising out of, or related to, our efforts to collect fees or other amounts from
you. If you wish to dispute payment to, or collection by Intuit of any fee, you
must provide written notice of such dispute within forty-five (45) days after
you received a statement containing the fee.

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

Settlement of Transactions. Intuit will accept all valid transactions processed
by you under these QuickBooks Payments Terms and shall present the same to the
appropriate financial institution for collection against your customer’s or
payor’s account. Settlement of all transactions is subject to these QuickBooks
Payments Terms and applicable Rules. Intuit may provisionally credit to you the
value of a processed transaction but reserves the right to adjust amounts
credited to you to reflect the value of Chargebacks, fees, penalties, the
difference in currency exchange if the Chargeback amount is greater than the
original sale, issuer claims, and items for which Intuit did not receive final
payment for any reason. We may refuse to accept any transaction or revoke our
prior acceptance or settlement of a transaction in the following circumstances:
(a) the transaction resulting in a receipt that was not made in compliance with
these QuickBooks Payments Terms; (b) a customer or payor disputes their
liability for any reason, including but not limited to those Chargeback rights
provided in the applicable Rules; (c) a transaction resulting in a receipt that
was not directly between you and a cardholder or payor; (d) a transaction that
is outside the parameters indicated on the Merchant Application or (e) any other
reason for which a transaction may be charged back or otherwise reversed under
the Rules. You agree to pay for any amount previously credited to you and not
accepted or later revoked by Intuit. 

Third Party Providers. Intuit may, from time to time, offer the services of a
Third Party Provider (TPP) as part of the QuickBooks Payments. To facilitate TPP
services, we may share information about you and your business (including
business name, user ID, legal owner and their date of birth) with such TPPs,
including without limitation, PayPal and other providers who make their own
services available through QuickBooks Payments, in order for you to receive
services from them. Each TPP will use and protect your data according to their
own privacy policy and Intuit will not be able to control their use of your
information. If you choose to utilize the services of a TPP in connection with
QuickBooks Payments, you may be required to agree to additional terms and
conditions of that TPP. Your use of such TPP’s services will be governed solely
by that TPP’s terms and conditions and Intuit will not be liable for any claims
or damages arising from your use of such TPP's services. Intuit does not
recommend or endorse any TPP, or any other third parties, even if such third
party is using our API’s (Application Programming Interface) to access your
information or deliver you services. Additionally, you acknowledge that a TPP's
operations, service performance, or restrictions may impact QuickBooks Payments
and Intuit will not be liable for such impacts when you use such TPP's
services. 

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

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

Intuit Security Interest. These QuickBooks Payments Terms will constitute a
security agreement under the California Commercial Code (and, to the extent
applicable, the Commercial Code or laws of any other jurisdiction). If you owe a
debt to us, either now or in the future, you grant a security interest in all of
your various accounts (standing in the name of Merchant alone or in a joint
account, including any affiliated companies of Merchant, whether established or
maintained pursuant to these QuickBooks Payments Terms or not) to us to secure
any such debt. You agree that we may use funds in any of your accounts to pay
all or part of any debt you owe to us. You irrevocably consent to Intuit using
any means available to locate any such accounts until such time as all amounts
due have been paid. You grant to us a security interest in and lien upon: (a)
all funds representing amounts owing to you at any time under these QuickBooks
Payments Terms or any other agreement between you and Intuit from your Merchant
Account, regardless of the source of such funds; (b) all funds at any time in
the Reserve Account, regardless of the source of such funds; (c) present and
future card or other payment transactions and associated receivables; (d) all
funds at any time in your Bank Account, regardless of the source of such funds;
(e) your electronic terminal, printer, imprinter and imprinter plate; and (f)
any amounts that may be due to you, or that may become due to you, under these
QuickBooks Payments Terms or any other agreement between you and Intuit,
including, without limitation all rights to receive any payments or credits
under these QuickBooks Payments Terms(collectively (a) – (f), the “Secured
Assets”). Upon our request, you agree to provide additional security interests
and liens to us to secure your obligations under these QuickBooks Payments
Terms. These security interests and liens will secure all of your obligations
under these QuickBooks Payments Terms and any other agreements now existing or
later entered into between you and us, including but not limited to, your
obligation to pay any amounts due and owing to us. We may exercise and enforce
these security interests and liens without notice or demand of any kind to you,
including but not limited to, by making immediate withdrawals from, or freezing
of, your Secured Assets. Upon our request, you agree to execute one or more
financing statements or other documents to evidence our security interests and
liens, and agree that we may file or record any such financing statements or
related documents. You represent and warrant that no other person or entity has
any security interest in any of the Secured Assets. With respect to our security
interests and liens, we will have all rights afforded under the California
Commercial Code and, to the extent applicable, the Commercial Code or laws of
any other jurisdiction, or in equity. You must obtain written consent from us
prior to granting a security interest of any kind in any of the Secured Assets
to any third party. You authorize and appoint us as your attorney-in-fact to
sign your name to any financing statements used in connection with any security
interests and liens granted hereunder.

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

Intuit Right of Recoupment and Set-off. Intuit shall have the right of
recoupment and set-off under this Agreement. This means that we may offset any
outstanding or uncollected amounts owed to us from: (a) any amounts owed to you
that we otherwise would be obligated to deposit into your Merchant Account; (b)
any other amounts we may owe you under this Agreement or any other agreement;
(c) the Bank Account which you may have associated with your Merchant Account;
and (d) the Reserve Account. You acknowledge that in the event of a bankruptcy
proceeding, in order for you and/or your bankruptcy estate to provide adequate
protection under Bankruptcy Code Sections 362, 363, and 364, or otherwise to us,
you must create, maintain, or increase the amounts in a Reserve Account as
required by us, and we will have the right to offset and recoup against the
Reserve Account for any and all obligations which you may owe to us, without
regard to whether the obligations relate to payment transactions initiated or
created before or after the filing of the bankruptcy petition, to the fullest
extent permitted by law.

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

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

Excessive Chargebacks. Excessive Chargebacks are a breach of this Agreement and
cause for immediate termination of QuickBooks Payments. “Excessive Chargebacks”
means chargebacks during any monthly period and for any one of your terminal
identification numbers or merchant identification numbers, including: (a)
Chargebacks and/or retrieval requests in excess of 1% of the average monthly
dollar amount of transactions; (b) ACH unauthorized returns in excess of 0.5% or
returns in excess of 3% of the average monthly dollar amount of transactions; or
(c) processing an average transaction above the processing limits or amount
approved by us. Excessive Chargebacks include fees that might be imposed by our
sponsor banks and card or payment network. You authorize us, upon the occurrence
of Excessive Chargebacks, to take additional actions we may deem necessary,
including, but not limited to, suspension of QuickBooks Payments or creation or
maintenance of a Reserve Account in accordance with this Agreement. You
acknowledge and agree that Intuit may be required to report your name to law
enforcement and any other third party including but not limited to the card or
payment networks, such as for inclusion into VISA Terminated Merchant File,
MasterCard MATCH, or any other prohibited merchant list in the event of fraud,
counterfeit, unauthorized transactions, highly suspect activity, Chargebacks,
Excessive Chargebacks, or if we terminate your access to QuickBooks Payments.
You agree to such reporting and waive any claims against Intuit as a result of
such reporting.

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

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

Compliance with Law, Card Network, and NACHA Rules. In connection with your use
of QuickBooks Payments, or in the course of your interaction with your customers
or us, you agree to comply with all laws and regulations applicable to you, your
business, and QuickBooks Payments. You further agree to use QuickBooks Payments
in a manner that is consistent with all applicable laws, including laws
pertaining to privacy and data protection, as well as rules and operating
regulations issued from time to time by: credit card and payment networks (i.e.
VISA, MasterCard, American Express, JCB, Discover, Apple Pay, PayPal, Venmo,
etc.); the Payment Card Industry, including but not limited to the Payment Card
Industry Data Security Standards (“PCI DSS”) and Payment Application Data
Security Standard (“PA-DSS”) (collectively, “Rules”). The Rules are made
available at the following
page: https://quickbooks.intuit.com/payments/legal/; however your obligation to
comply with the Rules apply regardless of whether we have posted such Rules on
our website or otherwise made them available to you. The current versions of the
Rules may be viewed on the Legal Documents page. In requesting an ACH or card
transaction, you agree to take all measures, actions and steps in order to
ensure that no transactions or interactions with any persons (natural or
entities) included in lists maintained by the United States or other applicable
jurisdictions prohibiting transactions with and the export of US products to
certain entities, people and jurisdictions to include Cuba, Iran, North Korea,
Syria and the Crimea region of the Ukraine. Specific to NACHA Rules, you agree
to obtain customer consent to debit or credit their bank account and initiate a
transaction over the ACH network. Such consent must be in a form and manner that
complies with NACHA Rules and the documentation for ACH transactions.

Prohibited Processing Practices. The following payment processing practices are
prohibited under these QuickBooks Payments Terms:

 * You may not split transactions on multiple cards or other payment
   transactions except where: (a) partial payment is entered on a transaction
   record and the balance of the transaction amount is paid in cash or by check
   at the time of transaction; or (b) the amount represents a prepayment in a
   card transaction completed in accordance with these QuickBooks Payments Terms
   and any applicable Rules.
 * You may not separate goods and services purchased in a single transaction at
   one time on different transactions or payment receipts, except: (a) for
   purchases in separate departments of a multiple department store; (b) for
   installment payments; or (c) for delayed or amended charges governed by Rules
   for travel and entertainment merchants and transactions.
 * You may not use the QuickBooks Payments to accept amounts representing the
   refinancing of an existing uncollectible obligation, debt, or dishonored
   check of a customer.
 * You may not present for processing or credit, directly or indirectly, any
   transaction not originated as a result of a payment transaction directly
   between you and a payor.
 * You may not present for processing or credit any transaction you know, or
   should know, to be fraudulent or not authorized by a cardholder, payor, or
   customer.
 * You may not receive any cash payments from a customer for charges included in
   any card processing transaction resulting from the use of a credit or debit
   card.
 * You may not receive any payment from a payor or customer to prepare and
   present a transaction for the purpose of affecting a deposit to that customer
   or payor’s account.
 * You may not deposit any transaction for the purpose of obtaining or providing
   a cash advance either on a card or other payment instrument owned by you or
   any other party. You agree that any such deposit or any use of these
   QuickBooks Payments to process your own cards shall result in immediate
   termination of your ability to use the QuickBooks Payments.
 * You may not deposit duplicate transactions and will be solely responsible for
   the full amount of any duplicate transactions.
 * You may not accept or deposit any fraudulent transaction and may not present
   for processing or credit, directly or indirectly, a transaction which
   originated with any other merchant or any other source. If you deposit any
   such transactions, we may hold funds and/or demand a Reserve Account.
 * You may not disburse funds in the form of traveler’s checks, if the purpose
   is to allow the payor or customer to make a cash purchase of goods or
   services rendered back to the issuer.
 * You may not add any tax or surcharge to transactions, unless applicable law
   expressly allows or requires you to impose such tax or surcharge. If any tax
   or surcharge amount is allowed or required, such amount must be included in
   the transaction amount and shall not be collected separately.

Web, Phone, and Mail-Based Processing and Recurring Payments; Lodging and
Vehicle Rental Transactions. If you accept payment by web (“IO”), phone (“TO”),
mail (“MO”), or pre-authorized (“PO”) order, a transaction receipt may be
completed without the cardholder’s or payor’s signature or an imprint, but in
such case, you agree to create a receipt containing the card number, expiration
date, transaction date, an authorization number, the sale amount, and the
letters “IO”,”TO”, “MO”, or “PO” as appropriate. Your name and the city and
state of your business must also be included. Receiving an electronic
authorization shall not relieve you of liability for Chargebacks on any
transaction for which you did not obtain an imprint and the cardholder’s
signature. You agree to use reasonable procedures to mitigate payment card and
identity fraud and agree that Intuit shall have no responsibility to
independently validate the legitimacy of any card or any cardholder’s identity.
If a product is being shipped, your customer must be given the shipping date of
the product once the sale is processed. If you prohibit refunds in certain
circumstances, you may still receive a Chargeback fee relating to such sales
pursuant to applicable Rules. You agree not to accept credit card sales via
email. For any recurring transactions, you must comply with the Rules and all
applicable state and federal laws, rules and obligations regulating such
recurring transactions, including by obtaining a request either written or in
another form, from a customer for such goods and services to be charged to the
customer’s account, and such request must specify the transaction amounts to be
charged to the cardholder’s account, the frequency of the recurring charge, the
duration of time during which such charges may be made, and how such charges may
be cancelled. You agree to obtain sufficient authorization from your customers
under the applicable rules of any card or payment network, including all
applicable privacy and data protection laws and NACHA Rules, before storing
their payment instrument or account details. You agree not to complete any
recurring transaction after receiving a cancellation notice from the cardholder,
Intuit, or in response to an electronic authorization request, which indicates
that the card will not be honored. You agree to include “Recurring Transaction”
on the signature line of the receipt. You agree to provide a copy of the written
request to a cardholder’s issuing bank upon request and must retain a copy of
written request for one (1) year after the agreement between you and the payor
is terminated. For multi-year agreements, you shall renew the written request
with the cardholder annually during the 12th month of the current agreement. For
lodging or vehicle rental transactions, you must estimate and obtain an
electronic authorization for the amount of the transaction based upon the
cardholder’s intended length of stay or rental. Additional electronic
authorization must be obtained and recorded for charges actually incurred in
excess of the estimated amount.

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

Description of promised merchandise or services;

 * Terms of service;
 * Timing of delivery to cardholder;
 * Transaction amount;
 * Full cancellation and refund policy including date and time that any
   cancellation privileges expire (partial) or refund (full prepayment) without
   prepayment forfeiture;
 * Total purchase price; and
 * Any other charges (e.g., taxes).
 * Furthermore, the transaction receipt must include all required receipt
   elements plus the following prepayment content:
 * Prepayment amount;
 * For cancellations, the cancellation confirmation;
 * For partial payments, the word “Deposit” or “Partial Payment”;
 * For balance payments, the word “Balance”; and
 * For full prepayment, the word “Prepayment” and the scheduled start date or
   delivery date of merchandise or services.

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

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

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

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

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

Policy Violations; Action Upon Termination for Cause. If Intuit incurs any
damages because you violate our policies, this Agreement or any other applicable
terms or agreement between you and Intuit, the Rules, any applicable laws, or
otherwise cause Intuit to incur any expenses, we may terminate this Agreement
and: (a) hold your funds up to two hundred and seventy (270) days and (b) take
legal action against you to recover additional losses, investigation costs,
fines, or legal fees we may incur. You acknowledge and agree that a fine of U.S.
$2,500.00 (“Set Damages”) for violations of our Agreement is presently a
reasonable minimum estimate of Intuit’s damages. This Set Damages amount is only
applicable where Intuit is not fined or charged a penalty or fine by a third
party for your violations; where Intuit is fined or charged a penalty or fine by
a third party, Intuit may pass on those fines or penalties to you. Intuit may
deduct the Set Damages and any fines, penalties, and fees directly from any
existing balance in your Merchant Account, Bank Account, or Reserve Account.

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

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

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

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

Taxes. You are responsible for all taxes and other charges imposed by any
governmental authority in connection with your use of QuickBooks Payments. You
are solely responsible for determining any and all taxes assessed or required to
be collected, and/or paid by you in connection with your use of QuickBooks
Payments. Intuit may be required by law to report certain transactions that meet
certain Internal Revenue Service (“IRS”) requirements.

Merchant Service Center (“MSC”); Your Consent to Electronic Communication. Upon
approval of your Merchant Application, we will provide you a user ID and
password and you will be able to access our customer service portal, also known
as the MSC. We will communicate with you mainly through the MSC or via email. As
part of QuickBooks Payments, or as required by law, Intuit may send
communications to you that pertain to QuickBooks Payments. You agree that Intuit
and others who may administer such QuickBooks Payments (as applicable) may send
communications to you via the MSC, SMS/text, and email, and/or may make
communications available to you by posting them at one or more of our websites.
If you decide that you do not want to receive future communications
electronically, you may indicate such in the product, or write to us at Intuit
Payments, Inc., 2700 Coast Avenue, Mountain View, CA 94043 or by contacting
customer care. If you do not provide your consent to receive electronic
communications, other than tax statements, Intuit reserves the right to
discontinue QuickBooks Payments or close your account. You may withdraw your
consent to receive tax statements electronically, including IRS Form 1099-K, at
any time by contacting us as described above. In such case we will send your
Form 1099-Ks to you by U.S. mail. If you have consented to receive electronic
communications but also wish to receive paper copies of any communication
(except communications relating to Chargebacks), you may request such copies,
which will be sent via U.S. mail.

Intuit’s Use of Your Information. You agree that Intuit may maintain and use
your information in accordance with the Intuit Global Privacy Statement posted
at Intuit Global Privacy Statement. Intuit, at its sole discretion, may report
information about you and your account to credit reporting agencies, fraud
monitoring services, and other third-party vendors to the extent necessary to
provide QuickBooks Payments or to manage our risk. Intuit, at our sole
discretion, may share your information with law enforcement, government
agencies, attorneys, credit bureaus, fraud detection and monitoring services, or
card or payment networks if we suspect fraud or unusual activity, for any debt
collection purpose, or as otherwise specified in this Agreement. Intuit may
provide merchants with optional recommendations or tips intended to help
optimize their businesses, which may be based on transaction history and
performance. You agree that Intuit may use your transaction history and
performance data in an aggregated form for this purpose. For merchants
processing American Express, you agree that we may provide American Express with
your information for marketing purposes. As described above, you agree that we
may also share your information with Third Party Providers to make their
services available to you.

Unclaimed Property; Compliance; Inactive Accounts. Any funds in your Merchant
Account that we are unable to clear and/or settle to you 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 (a) the applicable time period as mandated or allowed
by applicable law, or (b) twenty-four (24) months, whichever is less, may be
remitted to your state of residency or otherwise in accordance with applicable
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. At our sole discretion, we may suspend your
access to QuickBooks Payments in the event your Merchant Account has been
inactive for six (6) months.

Your Representation and Warranties. Without limiting any other warranties under
these Section B Terms, you represent and warrant that: (a) all transactions
submitted by you are bona fide transactions and in compliance with the Rules,
these QuickBooks Payments Terms, and applicable law; (b) you will fulfill all
your obligations to your customers and will resolve any customer disputes or
complaints directly; and (c) you will not use QuickBooks Payments, directly or
indirectly, for any fraudulent undertaking or in any manner so as to interfere
with the operation of QuickBooks Payments. You agree (i) to comply with all
applicable procedures related to accepting credit or debit cards, and (ii) the
card payment transaction itself shall not involve any element of credit for any
other purposes other than as set forth in these QuickBooks Payments Terms, and
shall not be subject to any defense, dispute, offset or counter claim which may
be raised by any payor or cardholder under any applicable laws or Rules. You
agree that any reversal of a transaction initiated by you represents a bona fide
refund or adjustment on a payment transaction.

Additional terms for Supplemental Payment Processing Services. If you use the
following third party payment processors, you agree to comply with the following
terms, as applicable:

American Express Card Processing

Processing of American Express Transactions: Depending on the specific American
Express program (PSP, One Point, or ESA) through which you process American
Express cards, Intuit or American Express may be responsible for providing
processing, settlement, and billing of your American Express transactions. Under
the PSP and One Point programs, processing, settlement, and billing activities
will be Intuit’s sole responsibility unless you have entered into a Commercial
Entity Agreement directly with American Express. Under the ESA program,
processing, settlement, and billing activities will be American Express’ sole
responsibility. You agree that at any time, now or in the future, we may convert
merchants processing under the ESA program to any American Express program
wherein Intuit manages and retains control of all processing, settlement, and
billing functions for all American Express card transactions you process.

American Express’s Use of Your Personal Information: You acknowledge and agree
that American Express (including its affiliates, agents, subcontractors, and
employees) may use your information to perform their obligations under this
Agreement, to promote or market their brand and/or services, to perform
analytics and create reports, to screen and/or monitor your transactions for
marketing, for compliance and administrative purposes, or for any other lawful
business purpose. You may opt out of certain marketing communications at any
time through the data privacy link in your account settings and clicking the
link to Unsubscribe from all QuickBooks emails.

American Express’s Independent Right to Termination. You acknowledge and agree
that in addition to Intuit, American Express retains a right, in their sole
discretion, to terminate your right to accept and process American Express cards
under these QuickBooks Payments Terms if you are found in violation of their
Rules.

Compliance with American Express Merchant Operating Guide. Merchant agrees to
abide the American Express Merchant Operating Guide applicable to the Merchant’s
region, including the limitation of liability set forth therein, which such
guide is incorporated by reference into these QuickBooks Payments Terms.

American Express’ Right to Enforce these QuickBooks Payments Terms. You
acknowledge and agree that American Express is a third party beneficiary with
the right, but not the obligation, to enforce the terms of these Merchant
Payment Terms against you, solely with respect to American Express transactions.

Pin/Pinless Debit Card Processing

 * Network. We reserve the right to determine which network we use to process
   all your transactions. Depending on the network that we select, any rewards,
   points, or benefits you would receive associated with a particular card or
   network may vary. We are not responsible for providing you or your customers
   with any rewards, points, or benefits from any transaction.
 * Your Obligations for PIN Debit. Unless otherwise authorized by Intuit, you
   agree to use Intuit system compatible terminals, PIN pads, or systems capable
   of processing all ACH debit card transactions, as well as online debit card
   transactions. You are solely responsible for all paper copies of debit card
   transactions in accordance with the applicable Rules. Within one (1) business
   day of the transaction date, you agree to balance each location to the system
   for each business day that such location is open. You agree you are solely
   responsible for all telephone costs, if any, which may be incurred by you for
   the debit card services, as well as expenses related to installation of and
   training in the use of terminals. You agree that you are responsible for
   entering data correctly. If an entry is made incorrectly, we will use
   reasonable efforts to assist you in correcting the entry, but cannot
   guarantee it will be corrected. 
 * PIN Security. You are prohibited from requesting PIN numbers verbally or in
   writing as a condition of a sale. You may not document or retain PIN numbers.
   You agree to position POS terminals so that PIN entries cannot be reasonably
   viewed by third parties. You may use PIN entry shielding devices. You are
   prohibited from using security cameras to view the PIN pad. The operational
   placement and use of the Tamper Resistant Security Module (“TRSM”) must be
   within its intended physical and logical environment. POS terminals designed
   for indoor use are not suitable for outdoor use. The modification of TRSMs
   from their original manufactured specifications must be restrained.

Electronic Check Services/Check Processing

 * Service Description. You may use the Electronic Check Services to automate
   the processing of original paper checks you receive from your customers (i.e.
   payors) for payment of goods or services sold or provided by you. Intuit will
   submit such checks or electronic images thereof (each an “Item”) to a check
   clearing system and will deliver the collected funds to your Bank Account.
 * Establishing Service. You are responsible for obtaining the necessary
   hardware and software needed to use our Electronic Check Services, and agree
   to use only such hardware and software approved by Intuit. We will provide
   you with certain software you will need to process checks using our
   Electronic Check Services. If you request software for equipment not provided
   by us, we at our sole discretion, may elect to fulfill such request. You
   agree that we are not responsible for any damages incurred by you or any
   third party as a result of any failure of electronic check processing
   equipment or hardware. You agree to comply with customer notifications
   regarding electronic check processing by complying with our policies and any
   instructions provided in customer welcome kits, including posting of
   notification decals.
 * Eligible Checks; Restrictions. You agree only to submit “Eligible Checks” to
   us for processing. To be an “Eligible Check,” a check submitted to us for
   processing must (except as permitted by the Rules): (a) be drawn on a payor
   or check writer’s personal or business account (and must not be drawn on your
   named account or an account otherwise controlled by you or an affiliate); (b)
   be drawn on a U.S. financial institution in U.S. currency; (c) be a
   first-party check made payable to you; (d) not have been previously
   negotiated; (e) not have been previously voided; and (f) contain a
   pre-numbered serial number. You acknowledge and agree that credit card
   convenience checks, starter checks, traveler’s checks, payroll checks, and
   third party checks are not “Eligible Checks.” Even if a check is an Eligible
   Check, we may, at our sole discretion, decline to accept a check for
   processing. Before submitting a check for processing using Electronic Check
   Services, you agree to endorse the check with the legend “For Deposit Only.”
   You agree you will only create check images and submit Items from locations
   in the United States. You further agree all checks must be in U.S. dollars
   and drawn on a bank in the United States. For each electronic image of a
   check, all information from the front and back of the check, including the
   MICR information and payment amount, must be accurate and legible as of the
   time of conversion to an electronic image. You agree to use key entry, as
   necessary, to correct any errors so that the electronic information submitted
   is accurate. You agree you will not redeposit any item previously transmitted
   by you with Intuit or any other bank and will employ commercially reasonable
   security measures and firewalls sufficient to protect data transmissions and
   storage to ensure no unauthorized access or duplicate presentment of checks.
 * Settlement. Intuit will credit your Merchant Account for cleared checks
   generally within two (2) business days of our receipt of payment if checks
   are submitted by a specific cut-off time. Settlement of checks using
   Electronic Check Services may take longer, for example, due to operational
   and clearing system delays, risk investigations, and other factors. You
   authorize us to submit ACH debits against your Merchant Account for any Item
   that was previously paid and later returned or dishonored, plus any fees or
   other amounts owed by you under these QuickBooks Payments Terms. 
 * Your Rights to Additional Representations and Warranties for Electronic Check
   Services. You agree that once an electronic image of a check is transferred
   to us, you will no longer have any rights with regard to the check, provided
   however that if a check for which you have been paid is subsequently
   dishonored or reversed, you will then retain the rights to the original
   check. You represent and warrant that no person will receive a transfer,
   presentment, or return of, or otherwise be charged for, a check (either the
   original check, or electronic or other representation of the original check)
   such that a payor will be asked to make payment based on a check that has
   already been paid. You agree to waive all rights to bring a claim, including
   without limitation, a claim of conversion against Intuit, our sponsor bank,
   or third-party agents for checks submitted for processing.
 * Implied Termination of Electronic Check Services. If you do not use the
   Electronic Check Services for a period of sixty (60) days or more, you may be
   required to re-qualify for continuation of Electronic Check Services.




ACH Represent Services

 * Service Description. Intuit will resubmit for payment to you all returns or
   reversals that result from insufficient funds or uncollected funds. If we
   successfully collect on a re-initiated check transaction, we will remit the
   face amount of the collected check transaction to you within five (5) days of
   re-initiation. If an ACH Representment Service transaction that we have
   funded is subsequently reversed, we will reverse any payment we previously
   made to you and you will be liable to us for such amount.
 * Not a Guarantee of Payment. You understand and agree that payment of returns
   does not constitute a guarantee and that the check writer has the right to
   contest the check transaction. 




Gift Card Services

 * Description of Service. The services described below (the “Gift Card
   Service”) enables electronic processing of gift card transactions and
   purchases made by a payor who holds an approved gift card (“Gift Card”). For
   the avoidance of doubt, you, and not Intuit, are the issuer of any Gift Card
   and are solely responsible for maintaining Gift Card funds. We will use the
   Intuit electronic Gift Card processing system (“Gift Card System”) to
   electronically confirm that a Gift Card presented to you is an active account
   and has sufficient funds to pay for a purchase. You understand and agree that
   an electronic authorization by us indicates only the availability of
   sufficient value on a Gift Card at the time of authorization and does not
   guarantee payment. Intuit will enable electronic debiting and crediting of a
   payor’s Gift Card account when value is added or deleted to the payor’s Gift
   Card account. Intuit will maintain an accessible electronic record of
   transactions. We will provide to and accept from you all information and data
   reasonably required from time to time in connection with the Gift Card
   Services. 
 * Your Obligations. You agree to accept for processing any transaction
   initiated by a customer using a Gift Card without discrimination of the
   customer or terminal where the transaction was initiated. You agree to
   exchange Gift Cards for cash when required under applicable law. You agree to
   obtain, operate, and maintain the card terminal at your own expense. You are
   solely responsible for the accuracy and adequacy of all data transmitted by
   it or on its behalf for processing by or storage of information on the Gift
   Card System. You agree to maintain sufficient “back-up” information and data
   to reconstruct any information or data loss due to any system malfunction and
   for reconciling your records with our reports and to promptly notify us of
   any discrepancies. You are responsible for all costs relating to the sale and
   distribution of Gift Cards and for associated marketing or advertising. You
   agree to assume all risk of loss, theft, alteration or damage to, or
   fraudulent, improper, or unauthorized use of any Gift Card terminal upon the
   time of delivery of Gift Cards ordered through us or if ordered through a
   third party (with our consent), and to indemnify Intuit against any related
   third-party claims.
 * No Surcharge. You agree not to charge your customers increased fees,
   surcharges, or any other premiums for a Gift Card transaction, for a
   customer’s use of a POS terminal, or for the operation of the system unless
   such surcharges are permitted by applicable laws or regulations. 
 * Your Right to Termination. You may terminate the Gift Card Services if the
   operation and administration of the Gift Card System is determined to be
   illegal by any applicable judicial or regulatory authority. However, you will
   not be entitled to a refund of any fees, charges, or other amounts paid to
   Intuit and any refunds or Chargebacks arising from the unused portion of a
   Gift Card after termination are your sole and exclusive responsibility. You
   are also solely responsible for notifying your customers of any balance owed
   to the customer by you.
 * Gift Card System Downtime. You understand and agree that in the event the
   Gift Card System is not able to verify transactions, Intuit will not process
   transactions. You accept sole responsibility for any transactions you
   authorize under such circumstances. You will indemnify and hold Intuit
   harmless from and against any and all damages, loss, liability, consequential
   damage, expense, claim, or obligation arising in connection with unauthorized
   transactions.

Payments Dispute Protection

Payments Dispute Protection (“PDP”) is a service that covers you for any type of
payment dispute that your customer initiates through its card issuer, commonly
referred to as a chargeback, associated with a credit or debit card transaction
on the American Express, Discover, Mastercard or Visa networks and that was
processed by QuickBooks Payments while you were enrolled in PDP (“Covered
Dispute”). This includes transactions processed through any payment channel that
uses Intuit’s payment rails, including those outside of QuickBooks Online (for
example, Merchant Service Center, GoPayments and partner applications that use
Intuit’s payment rails).

A Covered Dispute does not include a payment dispute that is:

 * Presented to you or Intuit directly by your customer (i.e., not through their
   card issuer as a chargeback)
 * Received when you are not enrolled in PDP, even if the original transaction
   was processed by QuickBooks Payments while you were enrolled in PDP
 * Related to a transaction: (1) not processed by QuickBooks Payments; (2)
   processed by QuickBooks Payments before your enrollment in PDP (even if the
   payment dispute arises during your enrollment in PDP); (3) processed over a
   card network other than those identified above; or (4) that does not involve
   a credit or debit card processed by QuickBooks Payments, such as ACH, wire or
   PayPal

Other payment dispute eligibility requirements apply as further described in
these PDP terms. You cannot enroll in PDP for a specific transaction or payment
dispute.

Enrollment. To be eligible for PDP, you must be domiciled in the US (even if a
Covered Dispute involves a non-US customer) and registered with QuickBooks
Payments. You must remain registered with QuickBooks Payments, and on the same
QuickBooks Payments pricing plan, in order to remain eligible for PDP. Only the
primary administrator of your QuickBooks account can enroll you in PDP, and only
the primary administrator can cancel your enrollment. Additional enrollment
conditions or requirements may apply based on merchant risk and other factors.
If you do not satisfy your enrollment conditions or requirements throughout your
enrollment in PDP, your enrollment in PDP may be terminated.

If you enroll in PDP after 3 PM PT on any given calendar day (“Enrollment Day”),
then any payment dispute related to a transaction processed by QuickBooks
Payments prior to 3 PM PT on your Enrollment Day will not be covered by PDP. If
you enroll in PDP before 3 PM PT on your Enrollment Day, then any payment
dispute related to a transaction processed by QuickBooks Payments from 3 pm PT
of the day prior to your Enrollment Day, will be deemed a Covered Dispute.

Coverage Limits. Each Covered Dispute is subject to a per-payment dispute
coverage limit of $10,000 (“Per-Dispute Coverage Limit”). The annual coverage
limit for all Covered Disputes received on a rolling 365-day period is $25,000
(“Annual Coverage Limit”).

If the amount of a Covered Dispute is greater than the Per Dispute Coverage
Limit or any remaining balance under the Annual Coverage Limit, PDP will cover
the Covered Dispute up to the lesser available coverage limit and you will be
responsible for the remaining amount of the Covered Dispute. If a Covered
Dispute is received and you do not have any remaining balance under the Annual
Coverage Limit, PDP will not cover that Covered Dispute and you will be
responsible for the entire Covered Dispute amount.

We reserve the right to not cover an otherwise eligible Covered Dispute if we
have determined that (1) you are in breach of Intuit’s Terms of Service,
Commercial Entity Merchant Agreement, or these PDP terms; (2) you are processing
primarily high-risk transactions on QuickBooks Payments while processing
primarily lower-risk transactions through other merchant service providers; or
(3) you are attempting to defraud Intuit in any way or are otherwise using any
Intuit service, including PDP, for fraudulent purposes.

Transaction Fee. You will be charged based on a percentage of the transaction
amount associated with a potential Covered Dispute, whether or not such Covered
Dispute ever arises (“Transaction Fee”). The Transaction Fee is non-refundable
and may be different for each merchant based on various factors as determined by
Intuit in its sole discretion. We will tell you your Transaction Fee when you
enroll in PDP.

We reserve the right to change the Transaction Fee at any time, and will notify
you in advance of such changes.

Unenrolling from PDP. You can unenroll from PDP at any time by going to
“Payments,” under “Account and Settings,” in your QuickBooks Online account. Any
payment dispute received after you unenroll from PDP will not be covered by PDP,
even if the associated transaction was processed while you were enrolled in PDP.

After unenrolling, if you decide to re-enroll in PDP, you will only receive
coverage for transactions processed after the new enrollment date. However, your
Annual Coverage Limit at the time you re-enroll will be determined based on the
total amount of Covered Disputes received within the last 365 days while you
were previously enrolled in PDP, regardless of your new enrollment date.

Your Right to Challenge Disputes. PDP only mitigates the financial impact that a
Covered Dispute may have on you. PDP does not protect you against other
consequences of a payment dispute, including those associated with excessive
payment disputes. For example, some card networks may choose to investigate
merchants with high dispute (or “excessive chargeback”) rates, which can result
in higher fees or removal from a network. For this reason, you may want to
challenge a payment dispute even if covered by PDP.

In some cases, we may elect to challenge a Covered Dispute on your behalf. In
such cases, you authorize us to communicate with third parties (including the
applicable card network or card issuer) for this purpose, which may include
sharing information about you or the underlying transaction with such third
parties. You agree to provide us with any evidence and assistance as we may
request in order to help us challenge the Covered Dispute. If you or we choose
to challenge a Covered Dispute and are successful, you assign to us the right to
the recovered amount of the Covered Dispute. Where PDP paid for only a portion
of a Covered Dispute, we will retain only the covered portion of the recovered
amount and will remit to you any remainder of the recovered amount. You will not
receive a refund of any Transaction Fee even if a Covered Dispute is
successfully challenged and funds recovered from the card issuer.

Regardless of whether you or we successfully challenge a Covered Dispute, or how
much you or we recover from a card issuer, your Annual Coverage Limit will not
be affected.

Termination. We reserve the right to terminate your enrollment in PDP, or the
PDP program, for any reason and in our sole discretion, including if:

 * You have been placed under a fraud or financial risk review
 * You have canceled your QuickBooks Payments account
 * You are being investigated by QuickBooks Payments or any card network for a
   high dispute or excessive chargeback rate
 * You have failed to adhere to the Intuit best practices to manage fraudulent
   transactions that typically result in payment disputes
 * You no longer meet the PDP eligibility requirements during your enrollment in
   PDP
 * You are processing primarily high-risk transactions on QuickBooks Payments
   while processing primarily lower-risk transactions through other merchant
   service providers
 * You are attempting to defraud Intuit in any way or are otherwise using any
   Intuit service, including PDP, for fraudulent purposes
 * You are otherwise in breach of these PDP Terms, these Terms of Service, or
   any other agreement with us

O. QuickBooks Capital Services








The “QuickBooks Capital Services” includes Marketplace Services and Certain
Lending Services. “Marketplace Services” means the marketplace platform that
presents small businesses with financing options, including loans offered by
independent, third party provider(s) (“Providers”, with such third-party loan
offerings being deemed “Provider Loans”). "Certain Lending Services" means the
QuickBooks Capital lending platform that presents small businesses with
financing options issue by WebBank. If you use the Marketplace Services and/or
Certain Lending Services, the following additional terms in this Part O apply
(“QuickBooks Capital Services Terms”). 

SUPPLEMENTAL TERMS FOR MARKETPLACE SERVICES

For Provider Loans displayed on the marketplace platform, we provide a lead
generation service to simplify the process of finding a financial business
solution. Where required by applicable law, Intuit Financing Inc. is a licensed
loan broker in certain states. 

All financial solutions displayed on the marketplace platform are provided by
the Providers. The Providers are solely responsible for their financial
solutions advertised or made available via the Marketplace Services (“Provider
Offers”), including compliance with all applicable laws and disclosures. We do
not make any lending or credit decisions on their behalf, nor do we participate
in any Provider underwriting decisions. Intuit provides this Marketplace
Services, on your behalf, to help determine if your business might qualify for
Provider Offers, and presents you with a Provider Offer based on your
information and some of the Provider's criteria. We may present you with
information about a Provider Offer, including a link to the Provider's website
to allow you to apply directly with the Provider. Except as we may otherwise
indicate in connection with certain Provider Loans, the information you provide
to us in connection with a Provider Offer is not a loan application. You
acknowledge that we are not the agent of the Provider, except if we advise you
otherwise in connection with a Provider Loan. You also acknowledge and
understand that we may act as a limited agent under certain Provider Loans for
certain purposes, and as such we may conduct certain aspects of the loan
application and underwriting process.

Providers may require a loan application, a personal consumer report, additional
information and application fee from you before they offer you a Provider Offer.
Providers may provide you with information about a Provider Offer, including
related legal notices or disclosures, an estimate of fees and interests charged
to you and whether such fees are refundable. Except where stated in these
QuickBooks Capital Services Terms, we do not provide services to assist you in
obtaining a Provider Offer, including negotiating any terms on your behalf.
Except as we may advise you otherwise, you are solely responsible for arranging
a Provider Loan and paying all fees and expenses incurred in connection with
your efforts to obtain a financial solution.

Except as otherwise set forth in these QuickBooks Capital Services Terms for
certain Provider Loans, we do not receive information during the Provider Offer
application process, including the terms of your Provider Loans, associated fees
and prepayment penalties and if your Provider Loan is secured by real property.

Offer information such as interest rates, fees, loan amounts, loan terms and
payment information are provided by the Provider solely for informational
purposes, except as otherwise provided in these QuickBooks Capital Services
Terms or otherwise stated. Except where stated, such information is not
generally an offer or commitment of financing, or a lock-in agreement. The
information is not a guarantee for approval on any specific terms or conditions.
Except as otherwise set forth in these QuickBooks Capital Services Terms, you
must apply directly with the Provider even if you have received communication
about a specific Provider Offer. Provider information and Provider Offers may be
subject to change, and Provider Offers are subject to Provider’s underwriting
and verification of your information when you apply on their site. Providers may
require additional information from you. Provider Offers are not transferable
and may not be available in all states.

In some cases, we may not be able to match you with any Providers. This may be
due to a number of reasons, including not having enough information about you
and/or your business at that time to make a determination. As Providers may
consider your business using other criteria and/or may have other programs or
products that might meet with your business needs, please contact them directly.
Additionally, we may continue to contact you to see if there are other financial
solutions that might interest you.

FEES FOR THE MARKETPLACE SERVICES

We do not charge you a fee to use the Marketplace Services. We receive
compensation from Providers that is based on a percentage of your loan amount or
a specific dollar amount for a financial solution such as a credit card for our
role as a loan broker or in some cases a limited loan agent. We are compensated
after your Provider Loan closes or upon issuance of a credit card except if
stated otherwise. Please see the Disclosure Site for more information. Providers
may include the fees they pay to us as part of your terms. We do not control
Providers' fees or terms with you, nor (except where the Provider Loan terms may
be determined by applicable law) do we have knowledge of what extent to which
the compensation paid to us may impact the interest rates or fees charged to
you. Provider Loan terms and conditions are entirely and solely within the
Provider's discretion. The applicable Provider may charge applicable fees and
interest if you accept a loan offer. Please review those fees and interest
carefully before you apply for a loan or agree to the terms of the loan
agreement.

MARKETPLACE SERVICES RESTRICTIONS

While the Marketplace Services are available to businesses incorporated in the
United States or that have a principal place of business in the United States,
not all financial solutions or Providers are available in all states. You agree
to only use the site or Marketplace Services for a bona fide business purpose.
You represent you are a business entity and agree you will not use the site or
Marketplace Services for personal, family, household or other consumer purposes.
Intuit Financing Inc. is not a credit reporting agency or a consumer reporting
agency as defined in the Fair Credit Reporting Act ("FCRA,") and the information
in this site has not been collected in whole or in part for the purpose of
furnishing consumer reports, as defined in the FCRA.




STATE COMMERCIAL BROKER DISCLOSURES FOR MARKETPLACE SERVICES

QuickBooks Capital operates a marketplace platform to provide businesses with
finance options provided by independent lenders or providers. We may identify
offers from our providers based on your information and provider's criteria. You
provide us consent to use and share your data with our providers. If you are
interested, you must apply with our providers. We do not make any loan
eligibility determinations and we do not guarantee that you will receive any
offers or loans. While we may receive some information from our providers after
your loan closes, we do not receive specific information about your loan terms
during the application process or after your loan closes. In some cases, we may
partner with selected providers to offer invitation-only or special offers for
selected loans. To learn more about our free marketplace platform, our role as a
lead generator or to find additional disclosures, please refer to the QuickBooks
Capital Services Terms. These disclosures form a part of the legal agreement
between you and Intuit, and are incorporated into the QuickBooks Capital
Services Terms. Please print and retain a copy of this notice for your records.
You consent, acknowledge and agree that you have read and received a copy of
this disclosure.

Intuit Financing Inc., d/b/a QuickBooks Capital, is a corporation incorporated
in the state of Delaware, headquartered at 2700 Coast Avenue, Mountain View, CA
94043. It is a subsidiary of Intuit Inc., a corporation incorporated in the
state of Delaware, headquartered at 2700 Coast Avenue, Mountain View, CA 94043.

Intuit Financing Inc. is a licensed broker in states that require a license. Our
service is limited to commercial or business loans only.

Nationwide Multistate Licensing System and Registry ID: 1136148

CALIFORNIA

Finance Lending License #: 6054856

As most loan applications are handled by the provider, Intuit may not receive
information about your loan such as payment and loan balance scenarios during
the application process. Intuit generally does not provide loan applications,
nor do we receive completed applications from you or the provider. With some
special offers, Intuit may allow you to submit your information via our service.

NEW MEXICO

Intuit Financing Inc., d/b/a QuickBooks Capital, Intuit Mint, Small Loan Company
Lender.

License #: 01899

This lender is licensed and regulated by the New Mexico Regulation and Licensing
Department, Financial Institutions Division, PO. Box 25101, 2550 Cerrillos Road,
Santa Fe, New Mexico 87504. To report any unresolved problems or complaints,
contact the division by telephone at (505) 476-4885 or visit the
website http://www.rld.state.nm.us/financialinstitutions.

See New Mexico Consumer Brochure

See New Mexico Loan Rates and Fees

NORTH DAKOTA

License #: MB102690

Intuit receives a percentage of the loan amount as compensation from providers
after the loan closes for our role as a loan broker. While we may continue to
send you information about loan products (unless you change your communications
settings), our services end after we provide you information about your loan
options, if any, or after you provide us your consent to disclose your data to a
lender, where available.

Notice: Money Brokers are licensed and regulated by the department of financial
institutions, 2000 Schafer Street, Suite G, Bismarck, North Dakota 58501-1204.
The department of financial institutions has not passed on the merits of the
contract and licensing does not constitute an approval of the terms or of the
broker's ability to arrange any loan. Complaints regarding the services of money
brokers should be directed to the department of financial institutions.

Caution to Borrower: If you do not have the funds to pay the balloon payment
when due, it may be necessary for you to obtain a new loan against your property
for this purpose and you may be required to again pay commission and expenses
for arranging the loan. Keep this in mind in deciding upon the amount and terms
of the loan that you obtain at this time.

State Licenses License Type License No. Issuing Agency License Alaska Small Loan
Company 10000990 Department of Commerce, Community, and Economic Development,
Division of Banking and Securities https://www.commerce.alaska.gov/web/dbs/ View
License California Finance Lenders Law Lender and Broker 605 4856 Department of
Financial Protection and Innovation https://dfpi.ca.gov/ View License Colorado
Supervised Lender SUP-4000636 Department of Law
https://coag.gov/
View License District of Columbia Money Lender ML1136148 Department of
Insurance, Securities and Banking https://disb.dc.gov/ View NMLS Consumer Access
Florida Consumer Finance Company CF9901279 Florida Office of Financial
Regulation
https://flofr.gov/
View License Maryland Installment Loan 1136148 Department of Labor, Licensing
and Regulation https://dllr.state.md.us/ View License Minnesota Regulated Loan
Company MN-RL-1136148 Department of Commerce, Financial Institutions Division
https://mn.gov/commerce/ View License Nevada Installment Loan License IL11125,
IL11126, IL11127, IL11164, IL11165 Financial Institutions Division
https://mld.nv.gov/
View License New Mexico Small Loan 01899 Financial Institutions Division
https://www.rld.state.nm.us/financialinstitutions/default.aspx/ View License New
York Licensed Lender OSL104837 Department of Financial Services
https://mdfs.ny.gov/
View License North Dakota Money Broker MB102690 Department of Financial
Institutions
https://www.nd.gov/dfi/
View NMLS Consumer Access Rhode Island Lender License 20183583LL Department of
Business Regulation
https://dbr.ri.gov/
View NMLS Consumer Access Rhode Island Loan Broker 20153121LB Department of
Business Regulation
https://dbr.ri.gov/
View NMLS Consumer Access Rhode Island Small Loan Lender 20183584SL Department
of Business Regulation
https://dbr.ri.gov/
View NMLS Consumer Access South Dakota Money Lender 1136148.MYL Division of
Banking
https://dlr.sd.gov/banking/default.aspx/
View NMLS Consumer Access Tennessee Industrial Loan and Thrift 166418 Department
of Financial Institutions
https://tn.gov/tdfi.html/
View NMLS Consumer Access Utah Commercial Financing Registration N/A Department
of Financial Institutions https://tn.gov/dfi.utah.gov/ View License Vermont
Lender License 7194 Department of Financial Regulation
https://dfr.vermont.gov/
View License Vermont Lender License (D/B/A QuickBooks Capital) 7195 Department
of Financial Regulation
https://dfr.vermont.gov/
View License Vermont Loan Solicitation LSO-1136148 Department of Financial
Regulation
https://dfr.vermont.gov/
View License Vermont Loan Solicitation (D/B/A QuickBooks Capital) LSO-1136148-1
Department of Financial Regulation
https://dfr.vermont.gov/
View License







SUPPLEMENTAL TERMS FOR CERTAIN LENDING SERVICES

For purposes of this section “Supplemental Terms for Certain Lending Services”
only, the term “Provider Loan” includes limited term loan offerings, QuickBooks
Term Loan and Get Paid Upfront loans and the term “Provider” shall include
WebBank, as issuer of QuickBooks Term Loan and Get Paid Upfront loans. You may
access such Provider Loan offers through us from within our QuickBooks
accounting product or via other communications. Certain Provider Loans are based
on your information about your business. By starting the process to obtain
certain Provider Loans, you authorize us and each Provider, without limiting any
authorizations you provide as set forth in Section A, to use and obtain
information about you and your business, from third parties, to pre-qualify and
underwrite your business. You provide us and each Provider your ‘written
instructions’ under the Fair Credit Reporting Act to obtain a copy of your
consumer report from credit reporting agencies to pre-qualify and underwrite
your business. We and each Provider may also review such information to evaluate
your eligibility to act as a personal guarantor. As a personal guarantor, you
may be held personally liable for the applicable Loan if your business cannot
repay it.

You also authorize us and each Provider to use your information to obtain your
information from third parties, including your financial information from your
bank accounts. Such accounts that you identify should be business accounts only.
You represent and warrant that your business is the owner of such accounts, and
that you have the authority to grant us and each Provider access to your
information.

To help the government fight the funding of terrorism and money laundering
activities, federal law requires all financial institutions to obtain, verify,
and record information that identifies each person who opens an account. What
this means for you: When you open an account, you will be asked for your name,
address, date of birth, and other information that will allow you to be
identified. You may also be asked to show your driver’s license or other
identifying documents. We collect and store this information pursuant to the
Intuit Global Privacy Statement.

Please review all Provider Loan offer details and terms carefully to make sure
you understand all applicable fees, rates and terms of the loan agreement before
you apply for the Provider Loan and accept the loan agreement. You should
evaluate all your options carefully. All Provider Loan offers may be subject to
change and final approval. Additional terms and conditions included in the loan
agreement apply to you and your business should you accept a loan offer.




You represent you are a business entity and agree you will not use the site for
personal, family, household or other consumer purposes. Intuit Financing Inc. is
not a credit reporting agency or a consumer reporting agency as defined in the
Fair Credit Reporting Act ("FCRA") and the information in this site has not been
collected in whole or in part for the purpose of furnishing consumer reports, as
defined in the FCRA.

WebBank issues certain loans under the QuickBooks Term Loan program. In the
event of any conflict between these QuickBooks Capital Services Terms and the
QuickBooks Term Loan Agreement, the terms of the QuickBooks Term Loan Agreement
shall control all aspects of the QuickBooks Term Loan, including the loan
application process.

Certain Get Paid Upfront Loans are issued by WebBank. In the event of any
conflict between these QuickBooks Capital Services Terms and the Get Paid
Upfront Loan Agreement, the terms of the Get Paid Upfront Loan Agreement shall
control all aspects of the Get Paid Upfront loan, including the loan application
process. 







YOUR AUTHORIZATIONS AND CONSENTS

By using the Marketplace Services, you hereby authorize us and our Providers,
without limiting any authorizations you provide as set forth in Section A, to
obtain and use your information to provide the Marketplace Services. You provide
us and our Providers your ‘written instructions' under the Fair Credit Reporting
Act to obtain a copy of your consumer report and other information from third
parties, including credit reporting agencies, to use for Marketplace Services.
Intuit and Providers may use your information in connection with evaluating your
business for offers from Providers.

For Marketplace Services and Provider Loans, and Certain Lending Services
(including QuickBooks Term Loan and Get Paid Upfront loans), you authorize
Intuit, to act as your agent, to share any information we or third parties,
including affiliates, may have on you and your business with Providers, on your
behalf, to allow the Providers to evaluate you and your business for a financial
business solution that you've requested. You acknowledge that Providers' use of
your data will be subject solely to the Provider's terms and conditions and
privacy policy. Please review all applicable terms and conditions and privacy
policies before you select a Provider Offer.

For Marketplace Services and Provider Loans, and for Certain Lending Services
(including QuickBooks Term Loan and Get Paid Upfront loans), you further
authorize Providers to share with us any information they may have on you or
your business, including the financial solution you applied for or received from
the Provider and the outcome of your relationship with such Provider (e.g.
whether the financing product you received was paid off in full, whether any
payments were received late, reason for your denial, etc.), in accordance with
the Intuit Global Privacy Statement.

For Marketplace Services and Provider Loans, and for Certain Lending Services
(including QuickBooks Term Loan and Get Paid Upfront loans), you agree to update
us on an ongoing basis with: a list of principals, owners, or officers for your
business including their home addresses, personal and business telephone
numbers, and email addresses; all “Doing Business As” (DBA) names used by you;
your business address and telephone number; the URL (web address) for your
business; and a complete description of goods and services provided by your
business. If the scope or nature of your business, or the type of products or
services you offer changes, you agree to notify us prior to such change.




P. QuickBooks Workforce Service








QuickBooks Workforce Service or "Workforce" is a web-based ("Workforce Web
Portal") or mobile app ("Workforce Mobile App") application servicing employees
and independent contractors of QuickBooks Payroll and/or QuickBooks Time
(collectively the "Workforce Service").  If you make use of the QuickBooks
Workforce Service as an employee or as an independent contractor, the following
additional terms in this Part P apply. If you make use of Workforce Services
only as an employer in connection with Payroll Services, the terms in Part F
apply. If you make use of Workforce Services only as a company in connection
with QB Time Services, the terms of Part I apply.

Feature availability may vary based on company subscription, settings, and
employment type. Certain features are available only through the Workforce Web
Portal or through the Workforce Mobile App.You may enter your personal, banking,
and federal and/or state tax withholding information (collectively
“Information”) at the time you set up your account. You may also edit your
Information thereafter, in the Workforce Web Portal, which will update your
employee profile (“Personal Profile”) in your employer’s or client's payroll
account. Updates may be subject to employer's and/or client's approval. Your
Information will be used to calculate the amount your employer will withhold
from your paychecks for tax purposes, facilitate direct deposit for your
paychecks if you are paid by direct deposit, and may be shared in accordance
with this Agreement. The QuickBooks Time and Payroll Services Data Processing
Agreement and the Intuit Global Privacy Statement. You agree and acknowledge
that Intuit may use your Information for any lawful purpose described in the
Intuit Global Privacy Statement, the QuickBooks Time and Payroll Services Data
Processing Agreement and/or this Agreement, although we will ask for your
consent before we use and share Information for certain purposes (as we describe
to you before such use). By using or accessing the Workforce Service as an
employee or an independent contractor, you also agree to the following:

Consent

By submitting your Information, you consent to electronically exchange
Information through Workforce Service. Intuit is not responsible for any
Information you submit through Workforce Service or liable for any claims
related to the amount withheld from your paychecks.

Electronic Signature

You may choose to electronically sign and/or certify that your Information
submitted through Workforce Service is true, correct, and complete to the best
of your knowledge under penalty of perjury. If you choose to do so, you agree to
use the E-Sign service provided. Each time you use E-Sign, you expressly (i)
affirm that you are able to access and view the Information you are
electronically signing via E-Sign; (ii) consent to conduct business
electronically with respect to the transaction contemplated; and (iii) agree to
the use of electronic signatures. Enforceability of electronic signatures varies
by jurisdiction. Please consult with your professional advisor to determine
applicability to your situation. Intuit has no responsibility or liability with
respect to the content, validity, or enforceability of any electronic signature,
nor is it responsible or liable for any matters or disputes arising from the
submission of any of your Information. Intuit makes no representations or
warranties regarding the validity or enforceability of electronic signatures
through Workforce Service.

Manual Signature

Use of E-Sign is optional, and you can choose to manually sign and submit your
Information to your employer/client. If you prefer to manually sign and submit
your Information to your employer/client, you should (i) inform your
employer/client of your decision to manually sign and submit your Information;
and (ii) make sure that you do not electronically sign and submit your
Information through Workforce Service. If required by local law, submitting a
physical, hard copy of any document with your Information is your sole
responsibility, and Intuit has no responsibility or liability with respect to
such matter. If you’ve created a Workforce account, and decide to submit your
Information manually to your employer/client, you continue to have access to
view and print your pay stubs or payment information.

Bank Account Information

You will need to establish and maintain a Bank Account at a U.S. depository
financial institution to facilitate direct deposit of paychecks/payments. You
irrevocably authorize Intuit and our sponsor banks to immediately debit your
Bank Account for any and all fraudulent transactions and/or errors. You agree
that Intuit shall not incur any liability for any loss, costs, or fees incurred
by you that are the result of such debits by us. Intuit may take reasonable
steps to verify your Bank Account information, for example, by requiring you to
provide us a cancelled check or by debiting and crediting micro-deposits into
your Bank Account, including on a recurring basis.

 * Storing Your Bank Account Information. You may save your bank account or
   payment card information. You agree that all information you provide during
   the sign-up process is true, complete and accurate. Once you establish an
   account, you are responsible for all activities that occur under your account
   credentials. You are responsible for maintaining the confidentiality of your
   account credentials and restricting access to your account. We recommend that
   you review our Information Security Information for measures you may take to
   help protect your account, but we cannot guarantee that implementing these
   measures will ensure the security of your account.
 * Compliance. Consistent with Section A of this Agreement, you agree to comply
   with all laws and regulations applicable to you and the terms and conditions
   of this Agreement. By using Workforce, you represent and warrant that: (a)
   you are not located in a country that is subject to a U.S. governmental
   embargo, or that has been designated by the U.S. government as a “terrorist
   supporting” country; and (b) you are not listed on any U.S. government list
   of prohibited or restricted parties. You also agree not to request an ACH or
   card transaction that violates the laws of the United States, which include,
   but are not limited to, sanctions enforced by the Office of Foreign Assets
   Control (“OFAC”).
 * Termination of Employment/Independent Contractor relationship. You may have
   limited access to your Information through the QuickBooks Workforce Service
   when your employment and/or independent contractor relationship is
   terminated, whether voluntarily or involuntarily.

Q. QuickBooks Companion App for Desktop








The “QuickBooks Companion App” is a desktop application available for download
which permits accessing data submitted by you through a QBO account. QuickBooks
Online Advanced users can download the QuickBooks Companion App to access
QuickBooks Online Advanced. QuickBooks Online Accountant users can download the
QuickBooks Companion App to access any of their client’s QuickBooks Online
accounts. The QuickBooks Companion App requires an internet connection. You
understand and agree that by downloading and installing the QuickBooks Companion
App, you will receive automatic updates to the installation. 

R. Digital Wallet Service








The "Digital Wallet Service" means the service that allows you to add a debit
card ("Debit Card") issued by Green Dot Bank, Member FDIC ("Green Dot") to a
digital walled or other similar digital payment service ("Digital Wallet")
managed or owned by a third party, which can include Apple Pay, Google Pay and
Samsung Pay (each a "Digital Wallet Provider") to which we may allow you to add
your Debit Card from time to time. If you elect to enroll your Debit Card with
any Digital Wallet the following additional Digital Wallet Service terms in this
Part R apply. 

Additional Terms. Your Debit Card is issued by Green Dot, the bank that holds
the money in your account. When you add a Debit Card to a Digital Wallet, you
will also be required to agree to the Green Dot Digital Wallet Terms and
Conditions, which are available to review here. Pursuant to the Green Dot
Digital Terms and Conditions, Green Dot shall determine, in its sole discretion,
which Digital Wallets (if any) are available to you to add your Debit Card.
These Digital Wallet Service terms do not affect or change the Green Dot Digital
Wallet Terms and Conditions or any other underlying agreements you have with
Green Dot.

In addition, using your Debit Card in a Digital Wallet will be subject further
to the Digital Wallet Provider's own terms and conditions ("Digital Wallet
Provider Terms"). You acknowledge and agree that we are not a party to any
Digital Wallet Provider Terms, we are not responsible for any Digital Wallet,
and any disputes you may have concerning a Digital Wallet are solely between you
and the Digital Wallet Provider, pursuant to the applicable Digital Wallet
Provider Terms. Any disputes, questions or complaints you have regarding a
Digital Wallet are subject to the Digital Wallet Provider Terms, and you must
direct your dispute, question or complaint to the Digital Wallet Provider.

Our Liability. We do not make any representations or warranties concerning any
Digital Wallet or Digital Wallet Provider. We are not responsible for
maintaining or supporting any particular Digital Wallet and are not responsible
for any claims or losses with respect to any Digital Wallet, including the
removal of your Debit Card from a Digital Wallet, any third party product
liability claims, claims that a Digital Wallet or the Digital Wallet Provider
(including other third parties used in connection with the providing the Digital
Wallet Services) has failed to comply with applicable law, or intellectual
property claims.

You acknowledge and agree that you ability to use your Debit Card with a Digital
Wallet may be delayed, interrupted or disrupted for reasons outside of our
control. We are not liable for any claims or losses arising from or related to
the use of your Debit Card with a Digital Wallet due to such delay,
interruption, disruption or any other failure outside of our control.

Suspension, Removal of Debit Card from Digital Wallet. We reserve the right to
discontinue offering or supporting any Digital Wallet for any reason, including
if directed to do so by Green Dot, and we can block the use of your Debit Card
in any Digital Wallet any any time. Unauthorized use of your Debit Card with a
Digital Wallet, including but not limited to, misuse of passwords or misuse of
any other information, is strictly prohibited and will result in suspension
and/or termination of your ability to use your Debit Card with a Digital Wallet.
You may not use a Digital Wallet in any manner that could damage, disable,
overburden, or impair any Intuit Service or Green Dot service. We may block,
restrict, suspend or terminate the use of your Debit Card in any Digital Wallet
at any time without notice and for any reason, including if you violate these
Digital Wallet Service terms or any other agreements with us, except as
otherwise required by applicable law. You agree that we will not be liable to
you or any third party for any suspension, cancellation or termination of your
ability to use your Debit Card with a Digital Wallet.

S. QuickBooks Business Network








The QuickBooks Business Network is a Service that provides you with the ability
to connect with other QuickBooks customers, making it easier to complete
transactions with other QuickBooks customers. You may be added to the QuickBooks
Business Network if you are a QuickBooks Online subscriber or a QuickBooks Money
user.

With the QuickBooks Business Network, QuickBooks customers, may search for you,
such as, by business name, and you may be able to search for other QuickBooks
customers. You can receive requests from other QuickBooks customers to connect
with them and you may be able to request to connect with other QuickBooks
customers. Once connected, you and the QuickBooks customer will be able to view
each other's business information, including without limitation company name and
legal business name, business city, province/state and zip (or equivalent) code,
logo, business phone number, business email address and business website address
that is associated with your QuickBooks account (collectively “Business
Information”). By agreeing to connect with another QuickBooks customer, you
authorize us to share your Business Information with that QuickBooks customer.
You are responsible for ensuring your Business Information is accurate and
complete. You can change or update your Business Information, and make other
changes to your QuickBooks Business Network settings through your Account
Settings.

There are two general categories of QuickBooks Business Network members:

 * A "Listed Network Member" will be able to use the QuickBooks Business Network
   to connect with other QuickBooks customers and automatically provide
   connections with certain business information, to send and receive
   pay-enabled invoices to and from other QuickBooks customers and for Bill Pay
   Service (defined below in Part V) users, to streamline payments through the
   Bill Pay Service with Payable Network Members.
 * A "Payable Network Member" will have access to certain functionality
   available to Listed Network Members, but will also be able to receive Bill
   Payments (defined below in Part V) in the bank account provided by such
   member directly through the Bill Pay Service from payors with whom such
   member has established a connection.

The terms in Subpart I of this Part S apply to QuickBooks Online subscribers
only; the terms in Subpart II of this Part S apply to QuickBooks Money users
only; the terms in Subpart III of this Part S apply to Payable Network Members
only, regardless of whether they are QuickBooks Online subscribers or QuickBooks
Money users; and the terms in Subpart IV of this Part S apply to all QuickBooks
Business Network members.

Part I: QuickBooks Online Subscribers:

 * Availability. After you create a QuickBooks account and subscribe to
   QuickBooks Online, as long as your primary address on file is within the
   United States or the District of Columbia, you will be automatically added to
   the QuickBooks Business Network and can begin to use the QuickBooks Business
   Network in accordance with these terms. If you are added to the QuickBooks
   Business Network as a Listed Network Member, you may eventually become a
   Payable Network Member, subject to certain eligibility criteria.
 * Changing your Visibility in the QuickBooks Business Network. If you no longer
   want to be visible in the QuickBooks Business Network, you can change your
   visibility settings through your Account Setting using this link here. Doing
   so will not affect your access or rights to your QuickBooks account. Turning
   your visibility off in the QuickBooks Business Network will not disconnect
   you from previously connected QuickBooks customers, and those connected
   QuickBooks customers may have saved you, and any of your Business
   Information, as a local contact in their QuickBooks account, and thus
   continue to have access to your information.
 * When you close your QuickBooks account. If you close your QuickBooks Online
   account or terminate your QuickBooks Online subscription, you will no longer
   have access to the QuickBooks Business Network as a QuickBooks Online user,
   nor will you be visible to other QuickBooks customers and your connections
   with other QuickBooks customers will be canceled. A previously connected
   QuickBooks customer may have saved you, and any of your Business Information,
   as a local contact in their QuickBooks account, and in such case, they may
   continue to have access to your information. If you have both a QuickBooks
   Online subscription and a QuickBooks Money account and you terminate only
   your QuickBooks Online subscription, you may still appear in the QuickBooks
   Business Network as a QuickBooks Money user and your connections may remain
   in place.

Part II: QuickBooks Money Users:

 * Availability. If you are added to the QuickBooks Business Network as a Listed
   Network Member, you may eventually become a Payable Network Member, subject
   to certain eligibility criteria. If you create a QuickBooks Money account,
   you may be automatically added to the QuickBooks Business Network upon
   account creation or you may be added at a later date. If you are added to the
   QuickBooks Business Network as a Listed Network Member, you may eventually
   become a Payable Network Member, subject to certain eligibility criteria. You
   may also become a Payable Network Member of the QuickBooks Business Network
   through QuickBooks Money via invitation, subject to certain eligibility
   criteria and background checks. If you become a member of the QuickBooks
   Business Network, certain provisions in Part S apply to you, as indicated
   therein.
 * Visibility in the QuickBooks Business Network. As a QuickBooks Money user,
   you do not have the option to change your visibility settings and you will
   remain visible to other QuickBooks Business Network members unless you
   request to delete your account data in Account Settings. Please note that
   once your account data is deleted, it cannot be retrieved and you will lose
   all of your network connections. Deletion of your account data will also
   impact other Intuit products and/or services. Other QuickBooks customers may
   have saved you, and any of your Business Information, as a local contact in
   their QuickBooks account, and thus would continue to have access to your
   information.

Part III: Payable Network Members:

 * Eligibility. Becoming a Payable Network Member is subject to certain
   eligibility criteria, including, without limitation, that you have a primary
   address on file that is within the United States or the District of Columbia.
   You may receive an invite to apply to become a Payable Network Member or sign
   up to become a Payable Network Member, but this does not necessarily mean
   that you are eligible to be a Payable Network Member. Intuit may update the
   eligibility criteria for new Payable Network Member membership from time to
   time as it makes updates to the Platform. In order to become a Payable
   Network Member, you must provide certain information we request, including
   bank account information for receipt of ACH payments via the Bill Pay
   Service. You authorize Intuit and its service providers to run background
   checks to verify your eligibility including your bank account and other
   information that you provide. You are responsible for the accuracy and
   completeness of all information that you provide regardless of any
   verification processes in which Intuit may engage.
 * Connecting with other QuickBooks customers. If you received an invitation to
   become a Payable Network Member that was prompted by a Payor (as defined in
   the Bill Pay Terms) who has scheduled a Bill Payment with you, then once you
   are a Payable Network Member, you will automatically be connected with that
   Payor. Any other connections occur as set forth above. By connecting with
   another QuickBooks customer (whether automatically in accordance with this
   paragraph or by accepting a connection request), you authorize us to share
   your Business Contact Information with that QuickBooks customer. 
 * Receipt of Bill Payments. Once you are connected with a QuickBooks Online
   customer, and as long as you remain connected, any Bill Payment that such
   customer (the “Payor”) sends to you as the payee via the Bill Pay Service
   will be routed as an ACH payment to the verified bank account you have
   designated in your QuickBooks Business Network profile to receive the
   payment. You will be able to see and track the status of incoming Bill
   Payments from a Payor in your QuickBooks Money account. You will also receive
   electronic communications regarding such Bill Payment, and you authorize us
   to send such communications to you. We will provide you with an estimated
   delivery date for when you may receive the Bill Payment. Estimated delivery
   dates are provided for your convenience only and are not guaranteed. We will
   use commercially reasonable efforts to meet the estimated delivery date, but
   we do not represent or guarantee that you will receive any Bill Payment on
   such estimated delivery date or any date. A Bill Payment may be delayed by
   various factors, including payment reviews initiated by us (see “Bill Payment
   Review” below) and other factors outside our control. You agree that we will
   have no liability if you do not receive a Bill Payment or it is received
   after the estimated delivery date. In order to receive incoming payments, you
   must provide accurate bank account information and keep your bank account
   information up-to-date. You may only change or update your bank account
   information from your Network Profile.
 * Bill Payment review. To prevent fraud and comply with our legal obligations,
   we may ask for additional information from you and/or from third parties in
   connection with your receipt of a Bill Payment. During the review process, we
   may temporarily limit or restrict your ability to receive a Bill Payment for
   as long as reasonably required to conduct an appropriate investigation or
   inquiry regarding you, the Payor, the Bill Payment, and any other relevant
   circumstances and factors. We may also temporarily decline to accept or
   process any Bill Payment scheduled by a Payor for you. You acknowledge that
   our ability to efficiently and effectively review a Bill Payment depends on
   your cooperation and/or the cooperation of others, including the Payor, and
   if you and the other necessary parties do not cooperate with our review
   process in a timely manner, the Bill Payment may be delayed or declined. You
   agree that we will not be liable for any liability, loss or damage due to
   delayed, incomplete, or insufficient responses from you.

Part IV: Both QuickBooks Online and QuickBooks Money Users:

1. Prohibited uses of the QuickBooks Business Network. You may not use the
QuickBooks Business Network for any of the following:

 * Anything illegal.
 * Anything related to sending spam (including any unwanted or unsolicited bulk
   email, postings, contact requests, mobile, text or other instant messages, or
   similar electronic communications) or phishing (including emails or other
   electronic communications intended to fraudulently or unlawfully induce
   recipients to disclose personal or sensitive information like passwords,
   dates of birth, Social Security numbers, or financial information, or to gain
   access to accounts or records).
 * Activity that is fraudulent, false or misleading (such as impersonating
   someone else).
 * Activity that is harmful to you, Intuit or other Intuit customers, including
   stalking, posting terrorist or violent extremist content, communicating hate
   speech, harassment, or advocating violence against others.
 * Infringing upon the rights of others, such as the unauthorized sharing of
   copyrighted material,
 * Activity that violates the privacy of others.
 * Marketing any products or services to other QuickBooks customers, without our
   consent.
 * Resale or other distribution of the QuickBooks Business Network or its
   content, or otherwise disclosing Business Information that you obtain from
   the QuickBooks Business Network to any third party, including by creating
   lists or granting access to the QuickBooks Business Network to other persons.
 * Accessing, or attempting to access, the QuickBooks Business Network, or any
   QuickBooks customer's information, for which you have no access
   authorization; obtaining, or attempting to obtain, any materials or
   information through any means not intentionally made available or provided
   for through the QuickBooks Business Network; or otherwise taking any action
   intended to circumvent any restrictions on access to or availability of
   information on the QuickBooks Business Network.

2. Suspension or termination of the QuickBooks Business Network. We reserve the
right to suspend or discontinue offering the QuickBooks Business Network for any
reason. Prohibited uses described above in Section 1 of this Subpart IV and any
unauthorized use of the QuickBooks Business Network, including, but not limited
to, falsifying your Business Information, misusing the Business Information of
other QuickBooks customers, or attempting to impersonate another QuickBooks
customer, are strictly prohibited and will result in suspension and/or
termination of your ability to use the QuickBooks Business Network or your
QuickBooks account. We may otherwise block, restrict, suspend or terminate your
use of the QuickBooks Business Network at any time without notice and for any
reason, including if you violate these terms or any other agreements with us. If
you are blocked, restricted, suspended, terminated or otherwise removed from the
QuickBooks Business Network, any scheduled but not yet processed Bill Payments
may be canceled. You agree that we will not be liable to you or any third party
for any suspension, cancellation or termination of your ability to use the
QuickBooks Business Network, including any canceled Bill Payments.

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

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

T. Bitcoin Transaction Service








The “NYDIG Bitcoin Transaction Service” means the service that allows you to
buy, sell, and hold bitcoin through a third party bitcoin services provider,
NYDIG Execution LLC (“NYDIG”), and to use an eligible QuickBooks Checking
account (see Deposit Account Agreement) to fund and/or receive the funds from
such transactions with NYDIG. Intuit does not provide any bitcoin purchasing,
selling or custody services. The NYDIG Bitcoin Transaction Service, which
includes bitcoin purchasing, selling and custody services, are provided solely
by NYDIG. NYDIG is authorized by the New York State Department of Financial
Services to engage in virtual currency business activity. You must open an
account with NYDIG (“NYDIG Account”) to use the NYDIG Bitcoin Transaction
Service, and your use of the NYDIG Bitcoin Transaction Service is subject to
the NYDIG Terms and Conditions, NYDIG Privacy Policy, and other applicable NYDIG
agreements. Refer to NYDIG’s State licenses and Consumer Disclosures for
additional information. If you elect to use the NYDIG Bitcoin Transaction
Service, the following additional terms of this Part T apply.

1. Additional terms. Pursuant to the NYDIG Terms and Conditions, NYDIG shall
determine, in its sole discretion, whether you are eligible to receive the NYDIG
Transaction Service. Please review the NYDIG Terms and Conditions for details on
the scope of the NYDIG Bitcoin Transaction Service. These Part T terms do not
affect or change the NYDIG Term and Conditions or any other underlying
agreements you have with NYDIG.

2.  Our Liability. We do not make any representations or warranties concerning
any bitcoin transaction or any other use of the NYDIG Bitcoin Transaction
Service, or your NYDIG Account. We are not responsible for maintaining or
supporting your NYDIG Account, and are not responsible for any claims or losses
with respect to your NYDIG Account or your use of the NYDIG Bitcoin Transaction
Service, including claims that NYDIG has failed to comply with applicable law.

You acknowledge and agree that your ability to use your NYDIG Account or to use
the NYDIG Bitcoin Transaction Service may be delayed, interrupted or disrupted
for reasons outside of our control. We are not liable for any claims or losses
arising from or related to the use of the NYDIG Bitcoin Transaction Service due
to such delay, interruption, disruption, unauthorized access or any other
failure outside of our control.

3. NYDIG Disclaimers. Bitcoin balances in your NYDIG Account are not insured by
the Federal Deposit Insurance Corporation, the National Credit Union Share
Insurance Fund, the Securities Investor Protection Corporation, or any other
public or private insurer. NYDIG does not make any recommendations regarding
buying or selling bitcoin. The NYDIG Bitcoin Transaction Service is also subject
to additional NYDIG disclaimers (see NYDIG Terms and Conditions). By
establishing a NYDIG Account and/or using the NYDIG Bitcoin Transaction Service,
you acknowledge and accept the risks as disclosed in the NYDIG Terms and
Conditions.

4. Intuit Disclaimers. Intuit is not a broker-dealer, an investment adviser, or
a fiduciary. Buying and selling bitcoin involves significant financial risk.
Intuit makes no representations or recommendations as to the advisability or
suitability of engaging in such transactions, including whether to use the NYDIG
Bitcoin Transaction Services. Intuit makes no assurance regarding the price,
value, or marketability of bitcoin now or in the future. You acknowledge that
you bear the risk of any decline in the value of bitcoin, and any tax or other
implications associated with your bitcoin transaction(s).

To the extent that educational content is made available to you, it is provided
for informational purposes only, and should not be construed as legal, tax or
accounting, financial or investment advice on any subject matter. You should not
act or refrain from acting on the basis of any content included in this site
without seeking legal or other professional advice. Accordingly, the information
provided should not be relied upon as a substitute for independent research.
Neither Intuit Inc., nor its affiliates warrant that the materials and content
contained herein will continue to be accurate, nor that it is completely free of
errors when published. Readers should verify statements before relying on them.
We may occasionally include third-party links as a convenience and for
informational purposes only. Neither Intuit Inc. nor its affiliates endorse or
approve these products and services, or the opinions of these corporations or
organizations or individuals. Intuit accepts no responsibility for the accuracy,
legality, or content on these sites.

Acknowledgement of Risk: As with any asset, there are risks associated with
bitcoin trading, including possible loss of some or all of its value. Intuit
does not make any recommendations regarding buying or selling bitcoin. The price
and liquidity of bitcoin may be subject to large fluctuations. The risk of loss
in trading bitcoin may be substantial and losses may occur over a short period
of time. You should consult your financial advisor, legal and/or tax
professional regarding your specific situation and financial condition and
carefully consider whether trading or holding bitcoin is suitable for you.

U. QuickBooks Contractor Payments








The QuickBooks Contractor Payments (the "Contractor Payments Services") means
the subscription Services offering an online solution to pay independent
contractors and e-file Forms 1099-NEC and/or 1099-MISC as further described in
this Part U. If you use the Contractor Payments Services, the following
additional terms in this Part U apply (the “Contractor Payments Services
Terms”).  Note that Contractor Payments may be offered as a standalone without a
QuickBooks Online Subscription.

You may only use the Contractor Payments Services in the United States. For
accountants, you must purchase a separate Contractor Payments Services
subscription for your own business and for each client you support using the
Contractor Payments Services (each an “Additional Client User”). To the extent
applicable, when you act on behalf of your Additional Client User(s), you
represent and warrant that you have authority to do so. You and your Additional
Client User(s) are jointly and severally responsible for paying your Additional
Client User(s) subscription fees, including amounts due to any 3rd parties. Your
Additional Client User(s) is/are solely responsible for paying all amounts
debited against their account (e.g., payments to the contractors, NSF fees,
account closure fees, or reversal fees charged by a bank). As their agent, you
agree on behalf of your Additional Client User(s) that they will indemnify
Intuit with respect to any claims, liability, and expenses, including reasonable
attorneys’ fees and costs arising out of their use of the Contractor
Payments Services or breach of the Agreement. 

We reserve all rights, including the right to terminate the Agreement for you
and any Additional Client Users, in whole or in part in our sole discretion, and
we reserve all rights to all other available remedies permitted by law. This
includes, but is not limited to, if you have insufficient funds in your linked
account to pay amounts due at the time required, or if you refuse to pay. In
those circumstances, we may: (i) recover funds from you pursuant to the Recovery
Authorizations you granted to us in agreeing to the payment terms; (ii)
discontinue the Contractor Payments Services, and/or (iii) immediately freeze,
suspend, or terminate your Contractor Payments Services. All sections in these
Contractor Payments Services Terms, to the extent permitted by law, shall
survive the termination of the Agreement. 

Your Responsibilities. You are fully responsible for verifying the identity and
work authorization of your independent contractors in accordance with applicable
law and all of the information you and your independent contractors submit
through the Contractor Payments Services, including for any IRS or other
penalties due to incorrect, inaccurate, incomplete or outdated information. You
are responsible for verifying the accuracy, timeliness, and completeness of any
personal, compensation, or any other information you or your independent
contractors provide or directly input via the Contractor Payments Services or
any other method. We are entitled to rely upon, and are not obligated to
independently verify, any such information, except where required by law. We
will not be liable for any penalty, interest or other liability that results
from inaccurate or incomplete information you, or your independent contractors
may supply. You must submit information we require to provide the Contractor
Payments Services, including your company’s tax information, independent
contractor payment information, Additional Client User information, and other
information we may request. You assume sole responsibility for, and will ensure
that your payment information, Content, data, documents or materials used,
disclosed, entered into or created using the Contractor Payments Services are
accurate, reliable and complete, do not violate the Agreement, and comply with
the Office of Foreign Assets Control of the U.S. Treasury and all other
applicable laws or regulations. 

Except as otherwise stated herein, Intuit will not be liable for any penalty,
interest or other liability that results from inaccurate or incomplete
information you supply. In the event that Intuit becomes aware of any tax agency
information that is inaccurate, Intuit reserves the right to input the correct
information. Intuit will not be liable in any way if Contractor Payments
Services cannot be performed completely or accurately because of anything not
reasonably within our control, including problems with the Internet or
inaccurate or incomplete information you provide to us. Notwithstanding anything
to the contrary in Section A, if Intuit makes any errors in performing
Contractor Payments Services, our only responsibility will be to make the
correct payment to the independent contractor or file the correct Form 1099.

You assume full responsibility for the use of the Contractor Payments
Services to achieve your intended purposes, for the proper setup and use of the
Contractor Payments Services and for verifying results from use of the
Contractor Payments Services. 

Electronic Signatures. As part of the Services, we may require you to provide
your electronic signature to certain forms or documents required by Intuit,
state or federal agencies. The actual forms that you will need to sign will vary
depending on your business and location. By using the Contractor Payment
Services, you acknowledge that you have read the content of the forms, and you
hereby authorize Intuit to apply your electronic signature or a rendition of
your signature to all required forms. Your signature is effective as of your
acceptance to apply your signature to all specified form(s). Your signature on
these forms is a requirement to use the Services. If you no longer permit us to
use your electronic signature, the Payroll Service will terminate.

Your independent contractor(s) may, but are not obligated to, provide electronic
signatures in connection with their use of QuickBooks Self-Employed ("QuickBooks
Self-Employed or "QBSE," as described further in Part K") and/or QuickBooks
Workforce (“QuickBooks Workforce” or “Workforce,” as described further in Part
P). Intuit has no responsibility or liability with respect to the content,
validity, or enforceability of any of your independent contractor (s) electronic
signature(s). Enforceability of electronic signatures varies by jurisdiction.
Please consult with your professional advisor to determine applicability to your
situation.

1099 Information. The filings of Form 1099-MISC and/or Form 1099-NEC are done by
QuickBooks Online Payroll, Inc. an affiliate of Intuit Inc. By using Contractor
Payments to pay independent contractors, you hereby authorize QuickBooks Online
Payroll, Inc. to file Form 1099-MISC and/or Form 1099-NEC, on your behalf. You
represent and warrant to us that you have obtained all consents necessary under
applicable law to provide us with the information required to provide the
Contractor Payments Services. You are responsible for determining whether the
Contractor Payments Services meets your business’ reporting needs, and we are
not providing any legal, financial, accounting, tax or other professional advice
to you by providing the Contractor Payments Services. For more information about
the Contractor Payments Services, visit our WEBSITE.

ACH Debits and Related Authorizations. You authorize Intuit and other authorized
third parties to debit your linked account in the amounts necessary to (i) fund
your payments, (ii) pay any fees or charges associated with the Contractor
Payments Services, (iii) pay any debit, correction or reversing entry initiated,
and (iv) pay any other amount that is owing, including for services provided by
us to you unrelated to the Contractor Payments Services. You will maintain a
sufficient balance in your linked account to pay disbursements, fees, or any
other amounts due at the time required.

Payments and Tax Form Services. You are responsible for verifying that all
payments to your independent contractors have been received and are accurate.

Funding Timing. Debits will be charged to Your Account (or the Account of your
Additional Client User(s), as applicable) up to five (5) business banking days
before the pay date and you must have sufficient funds in Your Account to
fulfill your Contractor Payments deposit on that date. After that, no interest
or earnings will accrue to you and Intuit will hold the money until the Payroll
Payments are made. Once your Payroll Payments are complete and submitted you may
cancel them until we send them to the ACH network. For all funding speeds,
deposit timing may vary because of third party delays, risk reviews or, to the
extent consistent with applicable money transmission laws, issues beyond
Intuit’s control. The following faster funding feature is subject to eligibility
criteria and may not be available in all Services:

Next-Day Deposit. You must send Intuit a request for a deposit before 5:00PM PST
for next-day payroll. Deposits processed before 5:00PM PST shall arrive the next
business day (excluding weekends and holidays).

Use and Restrictions

 * You agree, represent, and warrant that (a) you have received authorization
   from each person or entity to allow you to make deposit to them and to make
   any necessary adjustments to their account, as appropriate, (b) at the time
   any deposit is made you have no actual knowledge that the authorization has
   been revoked or terminated, and (c) your deposit comply with the laws that
   apply to them. In case of any reversing entry for a deposit, you will tell
   the affected person before the entry is sent. You are responsible for
   maintaining independent contractor authorizations, and all applicable record
   retention.
 * Contractor Payments Services do not include: (a) furnishing physical checks
   or any form of notice of deductions or deposit to contractors, (b) processing
   payments to employees or other W-2 workers or deducting and submitting
   payroll taxes, (c) processing of non-tax-related withholdings, including but
   not limited to: wage garnishments, retirement account contributions, or
   insurance premiums.
 * There may be restrictions on the number of contractors for whom deposits can
   be processed.

QBSE. Your independent contractor(s) may choose to sign up for QBSE, which will
allow them to view a limited amount of the deposits data pertaining solely to
their services to your company. During the independent contractor onboarding,
your contractor(s) may enter their Information (as defined in Part K and/or P)
into QBSE or you may enter such Information into your Contractor Payments
Services account for them. We may use the Information to send an invitation to
your contractor(s) to create a QBSE account. When your contractor(s) edit
certain of their Information in QBSE, their profile will be updated in your
Contractor Payment Services account. Your contractor(s) must consent to
electronically exchanging Information through QBSE. Intuit is not responsible
for any Information submitted through QBSE or liable for any claims related to
the amounts paid to contractors. The Information may also be shared in
accordance with this Agreement. You agree to the following:

 * Electronic Signature. Your independent contractor(s) may choose to use the
   electronic signature service (“E-Sign”), which will allow them to
   electronically sign and/or certify that the Information submitted through
   Workforce is true, correct, and complete to the best of their knowledge under
   penalty of perjury. Each time your independent contractor(s) choose to use
   E-Sign, the independent contractor expressly (i) affirms that he/she is able
   to access and view the Information he/she is electronically signing in
   E-Sign; (ii) consents to conduct business electronically with respect to the
   transaction contemplated; and (iii) agrees to the use of electronic
   signatures. Enforceability of electronic signatures varies by jurisdiction.
   Please consult with your professional advisor to determine applicability to
   your situation. Intuit has no responsibility or liability with respect to the
   content, validity, or enforceability of any electronic signature, nor is it
   responsible or liable for any matters or disputes arising from the submission
   of any of your independent contractors'’ Information through Workforce. If
   required by local law, you are solely responsible for obtaining physical
   documents containing your independent contractors'’ Information (e.g., W-9,
   or other state or local tax forms), and Intuit has no responsibility or
   liability with respect to such physical documents.  
 * Change in Preference. If your independent contractor(s) elect(s) to manually
   sign and/or receive Information from electronic to paper format, you must
   provide email or paper confirmation regarding the independent contractor(s)
   changed preference. This notice must include the date by which the
   independent contractor(s) will begin receiving paper format again. Intuit has
   no responsibility or liability with respect to obtaining physical copies.
 * Termination of Contract. If the relationship between your company and your
   independent contractors) is/are terminated, they will continue to have access
   to Workforce for 12 months after you cancel your Payroll Service; however,
   any edits they make to their Information in Workforce after such termination
   will not update your Contractor Payments account. 

1099 Transfer Option. When you sign up for Contractor Payments, you may have the
option of sending 1099 information to TurboTax® software or services for the
benefit of your independent contractors, as long as you are an active
subscriber. This means that 1099 data will be transmitted via an encrypted,
secure connection to the TurboTax® servers for automatic download into TurboTax®
if your independent contractors elect to use the tax filing software or services
and choose to import their 1099 data automatically.

Requests for Information. You agree to provide any information to your
independent contractors that such independent contractor requests either
directly from you, or requests from Intuit. If your independent contractor
requests their compensation information from Intuit, for example, a copy of
their payment records, Intuit will fulfill the request to the independent
contractor and will provide you with 24 hours advance notice to the email
address associated with your Contractor Payments. You agree to indemnify and
hold Intuit harmless from any liability resulting from your failure to respond
to such requests for information.

Consents to Share Information. Intuit is processing your independent
contractors’ personal information on your behalf in order to provide these
services. You agree to obtain any necessary consents from your independent
contractors for Intuit to provide the Contractor Payment Services and to process
and share personal information as described in the Agreement and in accordance
with the Intuit Global Privacy Statement. 

Limited Power of Attorney. You hereby grant Intuit a limited power of attorney
to initiate any reasonably necessary actions on your behalf in order to provide
you with the Electronic Filing, Direct Deposit, ACH Debit services, and the
Contractor Payment Services, as applicable.

Additional Services and Support.

 * Customer Support. Free customer support may be available by telephone or
   online, according to our standard practices.
 * Additional Paid Services. There are additional supplemental services that are
   available. Additional fees and requirements may apply. These services include
   but are not limited to support services for tax notices, corrections,
   amendments, 1099, entity change, cancellations and year-end filings, and
   reactivations.

V. QuickBooks Bill Pay











The QuickBooks Bill Pay service (the “Bill Pay Service”) allows eligible
QuickBooks Online customers (as “Payors”) to make and schedule payments (each, a
“Bill Payment”) to vendors, suppliers and other recipients (as “Payees”). Your
use of and access to any content, applications and features offered as part of
the Bill Pay Service, an Ancillary Payment Service within Intuit’s Money
Movement Services, is governed by the terms in this Part V and all terms that
apply to the Money Movement Services (collectively, the “Bill Pay Terms”). You
warrant and represent that you will use the Bill Pay Service solely for the
payment of goods or services for business purposes, and will not request any
Bill Payment for personal, family, or household purposes.

Administrators and Additional Users. You may designate certain QuickBooks Online
users as “Administrators” and “Additional Users” of your QuickBooks Online
account, and you agree and acknowledge that actions undertaken by Administrators
or Additional Users are fully authorized by you and that such users will have
the authority to (i) add or modify your Funding Sources (as defined below
in Establishing and Selecting a Funding Source); (ii) designate a Funding Source
for a Bill Payment; and (iii) schedule Bill Payments. Only Administrators may
add or remove Additional Users. Unauthorized use of the Bill Pay Service and/or
your QuickBooks Online account (including but not limited to, misuse of
passwords or misuse of any other information) is strictly prohibited and will
result in suspension and/or termination of your ability to use the Bill Pay
Service and/or your QuickBooks Online account. You will notify us immediately if
you believe that someone is using your QuickBooks Online account or the Bill Pay
Service without your permission.

We will process any Bill Payment that we believe was initiated by you, any
Administrator or any Additional User (collectively, “you”), and you agree that
we will not incur any liability for doing so.

Establishing and Selecting a Funding Source.  In order to make a Bill Payment,
you must: (i) link an eligible bank account (such as a QuickBooks checking
account), or such other payment method that we may accept from time to time (the
“Funding Source”) to your QuickBooks Online account; (ii) designate any of your
linked Funding Sources to pay a specific Bill Payment; and (iii) select a
corresponding QuickBooks Online payment account to track your payment
information. At this time, we only accept eligible bank accounts issued from or
located within the U.S. as a Funding Source. We may add or remove acceptable
Funding Sources at any time without notice. When you select a Funding Source in
the Bill Pay Service, you will be asked to select a corresponding QuickBooks
Online payment account in order to sync and track your payment information
accurately in your QuickBooks Online account. You must select the same
QuickBooks Online payment account as your Funding Source. If you do not select
the same account, your QuickBooks Online account may not correctly reflect your
bill payment information.

You can add or change your Funding Source at any time before scheduling your
Bill Payment. You can remove a Funding Source in your QuickBooks Online account.
When you designate a Funding Source, we may verify whether the Funding Source is
valid and has sufficient credit or funds. If we cannot verify your Funding
Source, you must designate a new Funding Source in order to use the Bill Pay
Service. Whenever a Funding Source is linked to your QuickBooks Online account
or designated as a Funding Source for a specific Bill Payment, you certify and
warrant that: (i) you have the authority to use the Funding Source and authorize
transactions to/from such Funding Source in connection with the Bill Payment,
(ii) you have the authority to bind the person or organization under whose
authority you are acting in connection with the Bill Payment, (iii) any Bill
Payment executed by us (including the corresponding debit or charge credit
performed by the financial institution that administers the Funding Source) in
accordance with your Payment Instructions (as defined below in Accuracy of
Payment Instructions) provided to the Bill Pay Service shall be deemed an
authorized transaction; and (iv) such Funding Source was opened or established
primarily for business purposes and not primarily for personal, family or
household purposes.

You agree at all times to keep your Funding Source information accurate and
up-to-date. You will maintain sufficient credit or funds to satisfy all Bill
Payments on their Withdrawal Dates, and you agree to add credit and/or funds
immediately if we notify you that your Funding Source has insufficient credit or
funds. We may receive updated information about your Funding Source directly
from your Funding Source provider (such as your bank or other financial
institution), and you agree that we may automatically update and use such
updated Funding Source information for any pending or future Bill Payments. In
addition to any other applicable terms set by your Funding Source provider
(including the applicability or inapplicability of any rewards or interest
rates), you agree that you are solely responsible for any fees (such as cash
advance fees or overdraft fees) that your Funding Source provider may charge you
for using such Funding Source in connection with the Bill Pay Service.

Selecting a Payee. When scheduling a Bill Payment, you may choose as a Payee: 

 * An existing QuickBooks Business Network member who has provided approved bank
   account information to receive Bill Payments directly through the Bill Pay
   Service and with whom you have established a connection through your
   QuickBooks Online account (a “Payable Network Member”); or
 * Any other Payee permitted by this Part V (a “Standard Payee”).

For all Standard Payees, you must provide all information necessary to correctly
identify the Payee and for us to process a payment to the Payee including, as
applicable, the Payee’s identity/name, address (for delivery of checks), bank
routing and account number (for ACH payments), and any other additional
information which we may require to process the Bill Payment (collectively,
“Payee Information”). By providing Payee Information, you represent and warrant
that you have obtained all necessary authorizations or consents from the Payee
to share such information with us. It is your responsibility to confirm that all
Payee Information is accurate and complete.

In order to schedule a Bill Payment to a Payable Network Member, you may select
the Payable Network Member from your connections list in your QuickBooks Online
account. All Bill Payments sent to the selected Payable Network Member are sent
to the bank account designated by that Payee. The Payable Network Member will be
able to see and receive status updates on Bill Payments you have scheduled to
them. When you select a Payable Network Member, you are responsible for
selecting the correct Payee and verifying that the Payee Information provided to
you is correct. Intuit is not liable for any liabilities, loss or damages that
may arise due to your selection of the incorrect Payee.

You represent and warrant that you have obtained all necessary authorizations
and consents from the Payee to invite the Payee to join the QuickBooks Business
Network as a Payable Network Member and initiate a Bill Payment to the Payee, as
applicable. In addition, when you invite the Payee to join the QuickBooks
Business Network or schedule a Bill Payment to a Standard Payee, you authorize
us to send communications to such Payee regarding the invite or payment
(including to invite such Payee to join the QuickBooks Business Network and
become a Payable Network Member if such Payee is eligible). You represent and
warrant that you have obtained all necessary authorizations and consents from
such Standard Payee for us to send such communications. If this invited Payee is
eligible to become a Payable Network Member, they can apply and provide their
preferred bank account information to receive incoming Bill Payments directly to
such account. If Intuit qualifies such Payee to become a Payable Network Member,
such Payee will automatically be connected with you in the QuickBooks Business
Network and will become a Payable Network Member at that time.

The Bill Pay Service does not support payments to all types of payees. For
example, you may not send a Bill Payment to payees outside of the U.S. or to
certain government agencies for certain types of payments (such as tax payments
or certain court-ordered payments). At our sole discretion, we reserve the right
to refuse to make payments to any Payee at any time regardless of whether we
initially accepted the scheduling of a Bill Payment, in which case we will
endeavor to notify you using commercially reasonable practices. In addition,
when you send a Bill Payment, the Payee is not obligated or required to accept
such payment.

We have no responsibility regarding your interactions, obligations or agreements
with your Payees, including but not limited to payment terms, the proper and
timely delivery of goods or services, or any associated liability (including
disputes, refunds, returns, chargebacks, invoicing errors or other questions
about your bill or Bill Payment) which may arise. You acknowledge that your use
of the Bill Pay Services does not alter or affect your agreement with any Payee,
including payment terms, deadlines, fees or/and refunds. We do not endorse,
recommend, or bear any responsibility or liability for any products, services or
information provided by a Payee.

Choosing a Method of Payment to Payee.  For each Bill Payment, you must select
the method by which a Payee will be paid (“Payment Method”). The type of Payment
Method that a Payee is eligible to receive may depend on whether the Payee is an
In-Network Payee or Out-of-Network Payee. We may add or remove available Payment
Methods at any time without notice and without any liability. We will let you
know what Payment Method(s) are available for a particular Payee at the time you
schedule a Bill Payment.

Bank Payment (ACH). If you select “Bank Payment (ACH)” as the Payment Method, we
will remit the Bill Payment to the Payee as an electronic ACH credit to the
Payee’s bank account you provided for a Standard Payee or that the Payable
Network Member provided, in each case, in accordance with the Payment
Instructions (as defined below in Accuracy of Payment Instructions) and the
rules established by Nacha (the “Nacha Rules”). You agree to comply with all
applicable Nacha Rules including, but not limited to, the Nacha Rules regarding
you acting as an Originator (as defined by the Nacha Rules). You are responsible
for all claims, demands, losses, liabilities and expenses (including attorneys’
fees and costs) that result directly or indirectly from your failure to perform
your obligations under the Nacha Rules and you agree to indemnify us for the
same. 

Checks. If you select “Check” as the Payment Method, we will mail a paper check
to the Payee’s mailing address you provided or selected. The paper check will
contain the applicable Payment Instructions, including any notes enabling the
Payee to match the Bill Payment to a specific invoice. In addition to the paper
check, we may include solicitation materials about us and our Services,
including the Bill Pay Service. Notwithstanding the foregoing, a Payable Network
Member may elect to receive a Bill Payment via ACH instead of via paper check,
in which case, we will process the Bill Payment as an ACH payment and will only
charge you for any fees that correspond to the ACH payment method for such Bill
Payment. A Payee’s election to change the Payment Method for a Bill Payment does
not change the Bill Payment’s Withdrawal Date. 

Scheduling a Bill Payment. When you schedule Bill Payment, you must select (i) a
Payment Method and (ii) an available date on which we will debit your Funding
Source (“Withdrawal Date”) in order to initiate payment to the Payee. On a Bill
Payment’s Withdrawal Date, we will debit or charge your designated Funding
Source and deposit your funds with IPI. After the funds clear from your
designated Funding Source, we will then remit the Bill Payment to the Payee
using the Payment Method you selected (unless modified by the Payee as set forth
above). Please note that it may take 2-3 Business Days from the Withdrawal Date
for the funds to reflect as withdrawn from your Funding Source. 

Based on your selected Withdrawal Date and Payment Method, we will provide you
an estimated delivery date for when the Payee may receive the payment based on
the applicable Payment Method. Estimated delivery dates are provided for your
convenience only and are not guaranteed. We will use commercially reasonable
efforts to meet the estimated delivery date, but we do not represent or
guarantee that any Bill Payment will be received by Payee on such estimated
delivery date or any date, or that Payee will accept the Bill Payment. A Bill
Payment may be delayed by various factors, including payment reviews initiated
by us (see “Bill Payment Review” below) and other factors outside our control.
You agree that we will have no liability (including for interest, late fees or
other penalties that you may incur) if a Bill Payment is received after your
payment due date or if such Bill Payment is not accepted by the Payee.

If you cancel your QuickBooks Bill Pay subscription or your QuickBooks Online
subscription, you will no longer be able to send Bill Payments and you will not
have access to the Bill Pay Services after the end of your billing cycle. Any
scheduled but not yet processed Bill Payment will be canceled at the end of your
billing cycle.

You are solely responsible for selecting a Withdrawal Date and a Payment Method
that allows sufficient time for the funds from your Funding Source to clear and
for the Bill Payment to be received by or delivered to the Payee on or prior to
your payment due date.

Accuracy of Payment Instructions. “Payment Instructions” means any information
used to identify your Funding Source, the Payee Information, the Bill Payment
amount, the Payment Method and the Withdrawal Date, and any other relevant
information, all of which you provide, select, confirm or approve when you
schedule a Bill Payment. 

You are responsible for ensuring the completeness and accuracy of all Payment
Instructions, including Payee Information for any Standard Payee. When you
select a Payable Network Member, you are responsible for selecting the correct
Payee and verifying that the Payee Information provided to you is correct. You
must review and approve all Payment Instructions when scheduling a Bill Payment,
with the exception of a Payable Network Member’s bank account information, which
is provided by the Payable Network Member and is not visible to you. We will use
commercially reasonable efforts to process your Bill Payment according to your
Payment Instructions (provided that we may process Bill Payments using a
different Payment Method designated by a Payable Network Member, if applicable).
Your failure to (a) provide complete and accurate Payment Instructions or (b)
select the correct Payee, as applicable, may result in delays, errors, loss of
funds, and additional charges (such as for insufficient funds). You may not be
able to recover payments sent to the wrong Payee or based on inaccurate Payment
Instructions (including Payee Information).

We are entitled to rely upon, and are not obligated to independently verify the
accuracy of any Payment Instructions provided to us. You will ensure that your
Payment Instructions provided as part of your use of the Bill Pay Service do not
violate the Bill Pay Terms or the Agreement and comply with all applicable laws
or regulations. You agree we are not liable for any liability, loss or damage
resulting from our processing of a Bill Payment in accordance with your Payment
Instructions, even if it results in late payment or non-payment. 

Bill Payment Authorization. With respect to each Bill Payment that you schedule,
you authorize us to (i) charge or debit your Funding Source for the Bill Payment
amount on the Withdrawal Date (and, if necessary, make adjusting credits or
debits to your Funding Source to correct errors or return funds to you in
accordance with the Nacha Rules); and (ii) process the Bill Payment in
accordance with your Payment Instructions (as may be modified by a Payable
Network Member with respect to Payment Method). 

You also represent, warrant and covenant that (i) the designated Funding Source
will have sufficient funds on the Withdrawal Date to satisfy the entire Bill
Payment amount; (ii) the Bill Payment is for a business purpose to pay for an
obligation owed to the Payee for the provision of goods or services; and (iii)
the Bill Payment does not relate to any activity prohibited by the Bill Pay
Terms or our Acceptable Use Policy.

Bill Payment Review. To prevent fraud and comply with our legal obligations, we
may ask for additional information from you and/or from third parties in
connection with your Bill Payment. During the review process, we may temporarily
limit or restrict your ability to use the Bill Pay Service (including to
schedule a Bill Payment) for as long as reasonably required to conduct an
appropriate investigation or inquiry regarding you, the Payee, the Bill Payment,
and any other relevant circumstances and factors. We may also temporarily
decline to accept or process your Bill Payment(s). You acknowledge that our
ability to efficiently and effectively review your Bill Payment depends on your
cooperation, and if you do not cooperate with our review process in a timely
manner, your Bill Payment may be delayed or declined. You agree that we will not
be liable for any liability, loss or damage due to delayed, incomplete, or
insufficient responses from you.

We reserve the right, at our sole discretion, to: (i) limit or refuse your use
of the Bill Pay Service, (ii) refuse or stop a Bill Payment, (iii) determine the
eligibility of a Payee (whether a Payable Network Member or otherwise) to
receive a Bill Payment, (iv) impose limitations or restrictions on the amount,
frequency, and timing of Bill Payments; (v) decline to make Bill Payments
available to any potential user or payee; or (vi) otherwise deny your use of the
Bill Pay Service. 

Prohibited Activities. You may not use the Bill Pay Service in any manner
prohibited under the Bill Pay Terms or our Acceptable Use Policy (collectively,
“Prohibited Activities”). Prohibited Activities include, but are not limited to,
restricted uses (see Restricted Use of the Services in Section A of the
Agreement) and use of the Bill Pay Service for any of the following:

 * Payments or expenditures primarily for personal, family or household use;
 * Payments to third parties other than for the purchase of goods or services
   (i.e., no donations or peer to peer payments);
 * Payments for goods or services provided by a third party that is not the
   Payee;
 * Activities that violate the law, payment network rules (including Visa,
   Mastercard and the Nacha Rules) or involve fraud or fraudulent intent;
 * Activities that would cause you to breach or violate the Bill Pay Terms, the
   Agreement or any other terms or agreement you have with us; or
 * Activities that create unreasonable risk (financial, reputational, or
   otherwise) to us, other QuickBooks Online customers, the Bill Pay Service or
   any of our other Services, and/or Payees, including without limitation:
 * knowingly scheduling Bill Payments using false, inaccurate, or incomplete
   information;
 * maintaining or using multiple QuickBooks Online accounts to circumvent the
   Bill Pay Terms or any limits that we may impose on any Bill Payment or your
   use of the Bill Pay Service;
 * allowing unauthorized individuals or entities to access or use the Bill Pay
   Service;
 * using an anonymizing proxy;
 * using the Bill Pay Service in a manner that results in, or may result in,
   complaints, disputes, claims, chargebacks, fees, fines, penalties and/or
   other liability to us or any other third party; or
 * using any robot, spider, other automatic device, or manual process to access,
   monitor or copy any aspect of the Bill Pay Service without our prior written
   permission.

If we, at our sole discretion, suspect or determine that you are engaged in any
Prohibited Activity, in addition to any other rights we may have under the Bill
Pay Terms or any other agreement we have with you, we reserve the right to
immediately take any action we deem necessary or appropriate to avoid risk or
harm to us, the Bill Pay Service, our other Services, other QuickBooks Online
customers, and/or Payees. Such actions may include, without limitation:

 * suspending or terminating your access to the Bill Pay Service, any other
   Service and/or your QuickBooks Online account;
 * declining, suspending or canceling any pending Bill Payments;
 * placing a hold on any funds owed to you, whether through the Bill Pay Service
   or another Service;
 * attempting to reclaim funds paid to any Payee;
 * contacting your Funding Source provider, or notifying Payees, law
   enforcement, or impacted third parties of your actions; or
 * taking legal action against you.

Canceling or Stopping a Bill Payment. You may be able to cancel or otherwise
stop a Bill Payment before payment is made to a Payee. You are responsible for
all other fees, charges and other costs when attempting to place a stop payment
request on your Bill Payment, and you agree not to hold us liable for any costs
you or the Payee may incur.

Cancel a Bill Payment. You may submit a cancellation request for a Bill Payment,
please see Bill Pay Help Center for instructions on how to cancel a Bill
Payment. If you submit a cancellation request prior to the Bill Payment’s
Withdrawal Date, we will use commercially reasonable efforts to cancel your Bill
Payment. In some cases, you will not be able to cancel a scheduled Bill Payment.
For example, we may not be able to cancel a Bill Payment if the Bill Payment is
set to be processed on the same day or if the Bill Payment has already been
processed for payment. If we are able to successfully cancel your Bill Payment
before it is processed, we will cancel any charge or debit to your Funding
Source and you will not be charged any fees by us. If we are not able to cancel
your Bill Payment, your Bill Payment will be processed and will be charged the
applicable fee (which will not be refunded to you), and you will need to contact
the Payee to request a refund.

Requests to Stop Check Payment. We will use commercially reasonable efforts to
enable you to stop a Bill Payment using a paper check prior to the check being
processed for printing and mailing. If we have already mailed a paper check to
the Payee, please reach out to an expert via the Help Center in order to submit
a stop payment request. We will use commercially reasonable efforts to
accommodate your stop payment request, but we do not warrant or guarantee that
your stop payment request will be applied before the Payee deposits the paper
check, funds settle to the Payee’s account or the paper check otherwise clears.
You agree that we will have no liability if your stop payment request fails. If
we are able to place a stop payment request on a paper check, we will refund to
you the Bill Payment amount that we may have charged to or debited from your
Funding Source but we will not refund you any applicable fees. You should also
inform the Payee not to attempt to deposit the check as they may be charged a
fee by their bank, which the Payee may assign to you. 

Failed Bill Payments. A Bill Payment may fail for a number of reasons, including
but not limited to:

Declined Funding Source. On the Withdrawal Date, we will attempt to charge or
debit your Funding Source in the amount of the Bill Payment. If your Funding
Source is declined for any reason, we may also, in our sole discretion,
reinitiate a charge or debit your Funding Source for the Bill Payment amount
after the Withdrawal Date in accordance with the Nacha Rules. If we are unable
to debit the Funding Source, we will not process your Bill Payment and no
payment will be made or delivered to the Payee. We will notify you of the
failure to process your Bill Payment in the Bill Pay Service or via email to the
email address associated with your account. 

If we send a Bill Payment to a Payee and your Funding Source is declined after
the Bill Payment is sent, you agree to reimburse us for any corresponding loss
immediately upon demand, plus any fees or charges that we may incur in
collecting such loss. We reserve the right to recover such loss by debiting the
Funding Source at a subsequent time, charging or debiting another payment card
or account linked to your QuickBooks Online account, or withholding funds from
any accounts owed to you as a QuickBooks Online customer, whether in connection
with the Bill Pay Service or any other Service. You are responsible for any
penalties, fees and other charges that we or your Funding Source provider may
impose on you due to the insufficient credit or funds of your Funding Source.

Returned Bill Payments. A Payee, or the Payee’s bank, may decline your Bill
Payment. For example, the Payee may block all electronic payment credits to
their bank account, or the Payee’s bank may not recognize the bank account
identified in the electronic payment file. A Payee may reject a mailed paper
check (for example, mark as return to sender), or the United States Postal
Service may return the mailing as undeliverable. We will use commercially
reasonable efforts to provide you with notice of any returned Bill Payments and
to offer you the option to void and reissue the payment. You agree that we are
not liable for any liability, loss or damage resulting from a returned Bill
Payment, whether or not we have notified you of such returned payment. Unless
otherwise directed by you, we will void any Bill Payment returned to us and, as
applicable, credit back the returned payment amount to your Funding Source (less
any applicable fees).

Unauthorized Bill Payments. You are solely responsible for the use of the Bill
Pay Service and you agree to be liable for any unauthorized Bill Payments made
from your QuickBooks Online account. You should notify us immediately if you
believe that your QuickBooks Online account has been accessed or used to make
unauthorized Bill Payments. We will use commercially reasonable efforts to
assist you in canceling any unauthorized pending or scheduled Bill Payments;
however, we make no warranties or guarantees that we will be able to cancel such
pending or scheduled Bill Payments.

Except as permitted by the Bill Pay Terms, you agree not to attempt to recover
from your Funding Source provider any Bill Payment funds that were charged to or
debited from your Funding Source, such as by requesting a funds reversal through
your account-holding financial institution or similar means of recovery
(collectively, a “Dispute”). In the event of a dispute between you and a Payee,
you agree to seek any refund or adjustment directly from the Payee and not
through the Bill Pay Service or your Funding Source provider. Nevertheless, if
you initiate a Dispute and recover funds to your Funding Source, you agree to
assign to us any claims against your Payee associated with such Dispute. You
further agree that we may, in our discretion, contact your Payee directly to
request reimbursement for any payment that has been transmitted to the Payee and
for which you have initiated a Dispute. If we are not able or decide not to
pursue recovery of funds from your Payee, you authorize us to collect the
Dispute amount, plus any applicable fees that we may incur due to the Dispute,
from you by (1) charging or debiting your Funding Source or any other payment
card or account linked to your QuickBooks Online account or (2) withholding from
any amounts owed to you as a QuickBooks Online customer, whether in connection
with the Bill Pay Service or any other Service.

Fees. Based on your membership subscription tier and your billing date, you may
be assessed a transaction fee when we process your Bill Payment on the
Withdrawal Date and a monthly subscription fee (collectively, the “Bill Pay
Fees”). You agree to pay the Bill Pay Fees applicable to your use of the Bill
Pay Service, which will be disclosed to and accepted by you when you sign up for
the Bill Pay Service and when you schedule a Bill Payment, as applicable. Bill
Pay Fees vary depending on a number of factors, including the Payment Method
used to pay a Payee and your membership subscription tier. You will be invoiced
for Bill Pay Fees along with other amounts that you owe as a QuickBooks Online
customer. All subscription fees will be charged at the beginning of your billing
cycle and all transaction fees will be charged at the end of your billing cycle.
You may change your membership subscription tier at any time. Changes to your
Bill Pay Fees will take effect immediately and your monthly subscription fees
will be prorated based on the date you request the change. You may cancel your
monthly subscription at any time by unsubscribing from the Bill Pay Service from
your Billing & Subscription Page. You will continue to incur subscription fees
each monthly billing cycle until you cancel your subscription or we deactivate
or close your account. Please see Bill Pay Help Center for more information
about how to cancel and “Payments & Cancellations” in Section A for more
information about your subscription fees including cancellations. 

We will use commercially reasonable efforts to maintain a current listing of
Bill Pay Fees; however, you agree to pay the Bill Pay Fees that you accept at
the time you schedule your Bill Payment. We reserve the right to update the Bill
Pay Fees at any time. You are responsible for any applicable taxes arising from
your use of the Bill Pay Service, and any and all fees, fines, penalties and
other liability incurred by you, us or a third party caused by or arising out of
your breach of the Bill Pay Terms and/or your use of the Bill Pay Service. You
agree to reimburse us for any and all such liability. 

W. QuickBooks Checking








You may access QuickBooks Checking Services as a QuickBooks Online subscriber or
as a QuickBooks Money user. QuickBooks Checking Services are provided by Green
Dot Bank and are subject to the QuickBooks Checking Deposit Account Agreement,
including the pricing terms therein, which may differ based on your QuickBooks
tier. Opening a QuickBooks Checking account is subject to identity verification
and approval by Green Dot Bank.

X. QuickBooks Money








If you sign up for QuickBooks Money, you will have access to certain Intuit and
third party products or services, which may include (i) QuickBooks Checking, a
business bank account and debit card provided by Green Dot Bank, Member FDIC,
(ii) QuickBooks Payments, a payment processing service provided by Intuit
Payments Inc., (iii) QuickBooks Business Network access, and (iv) data insights
functionality; which, in each case, may be subject to eligibility criteria,
credit and application approval. You may be made aware of or offered services,
features, products, applications, online communities, or promotions provided by
Intuit, and if you decide to use them, you may be subject to additional terms
and conditions. If any third-party service providers ceases to make its
applicable services or APIs available on reasonable terms to Intuit, we may
cease providing the corresponding features without entitling you to any refund,
credit, or other compensation.

You may not provide access or give any part of QuickBooks Money to a third
party. Some Services offered on QuickBooks Money are considered a “Money
Movement Service” as defined in Part A and the Money Movement Service Terms in
Part A apply to QuickBooks Money. 

QuickBooks Money may also provide you with information and content that you may
use internally to operate your business. Content provided via QuickBooks Money,
including, without limitation, the data insights described below, should not be
considered advice on how you should operate your business or what you may need
in connection with your business. All content is provided for illustration
purposes only, and does not represent the opinion or recommendation of Intuit.
The content provided via QuickBooks Money, including, without limitation, the
data insights described below, is not intended to substitute for the advice of
your own accountant, attorney, or other professional. We recommend that you
consult an accountant to confirm that our information and content, and your
interpretation of them, as well as the information and input that you provide,
is appropriate to your particular situation. You are solely responsible for
compliance with all applicable laws and regulations.

Upgrades

As a QuickBooks Money user, you may have the option to sign up for, or upgrade
to, other QuickBooks products and services including, without limitation,
QuickBooks Online, QuickBooks Payroll and QuickBooks Time, and the terms
applicable to these specific Services (set forth above in the Section B Terms)
will apply to your use of these Services, including, without limitation, Part F
for QuickBooks Payroll and Part I for QB Time.

Federal Users Prohibition

QuickBooks Money is not intended for use by the United States federal government
or other entities utilizing federal appropriated funds to acquire a license to
the Services (collectively “Federal Users”). A license for use by Federal Users
is not granted and any such usage is prohibited. In the event any Federal User
should purport to acquire a license to the Services, such license is hereby
nullified and declared void and no contract between Intuit and a Federal User
shall result from such purported acquisition. Intuit reserves the right in its
sole discretion: (i) to cancel any QuickBooks Money transaction initiated by a
Federal User (either directly from Intuit or from any third party) at any time,
including but not limited to, after such Services has been provided to the
Federal User at issue, and (ii) to restrict such Federal User’s access or use of
QuickBooks Money.

Your Personal Information

For information on how Intuit processes your personal information see the
Intuit Global Privacy Statement.

For the purposes of the California Consumer Privacy Act (“CCPA”), Intuit shall
be considered a Business and/or Third Party, as applicable. Where Intuit acts as
a Third Party, you represent, warrant and covenant that all Personal Information
provided or otherwise made available to Intuit is done so in compliance with
applicable law, and that it has provided all necessary and appropriate notices
and opt-outs, and otherwise has all necessary and appropriate rights, to enable
Intuit to (i) share any and all Personal Information you provided with any
Intuit company, including Intuit Inc. and any parent, subsidiary, affiliate, or
related company of Intuit Inc. (collectively, the “Intuit Family Companies”),
and (ii) use any such Personal Information in connection with any and all Intuit
Family Companies’ internal operations and functions, including, but not limited
to, improving such Intuit Family Companies’ products and/or services,
operational analytics and reporting, internal financial reporting and analysis,
audit functions and archival purposes. Notwithstanding the foregoing, the
parties agree that the sharing of Personal Information between Intuit Family
Companies does not constitute a “sale” of such Personal Information under the
CCPA. Capitalized terms in this paragraph have the meanings given those terms
under the CCPA.

Restricted Use of the Services

In addition to refraining from Prohibited Uses (defined in the Section A Terms),
you agree not to use, nor permit any third party to use, QuickBooks Money to
upload, post, distribute, link to, publish, reproduce, engage in, promote or
transmit any of the following:

 * Information or communications or conduct that is excessively violent, incites
   or threatens violence, encourages would encourage “flaming” others, or
   criminal or civil liability under any local, state, federal or foreign law;
 * Content that would impersonate someone else or falsely represent your
   identity or qualifications, or that may constitute a breach of any
   individual’s privacy; is illegally unfair or deceptive, or creates a safety
   or health risk to an individual to the public;
 * Except as permitted by Intuit in writing, investment opportunities,
   solicitations, chain letters, pyramid schemes, other unsolicited commercial
   communication or engage in spamming or flooding;

You shall not, and shall not permit any users of QuickBooks Money or any other
party to, engage in, solicit, or promote any activity that is objectionable or
may be illegal, violates the rights of others, is likely to cause notoriety,
harm or damage to the reputation of Intuit or could subject Intuit to liability
to third parties, including: (i) unauthorized access, monitoring, interference
with, or use of QuickBooks Money or third party accounts, data, computers,
systems or networks; (ii) interference with others’ use of QuickBooks Money or
any system or network, including mail bombing, broadcast or denial of service
attacks; (iii) unauthorized collection or use of personal or confidential
information, including phishing, pharming, spidering, and harvesting; (iv)
viewing or other use of any Content that, in Intuit’s opinion, is prohibited
under the QuickBooks Money Terms; (v) any other activity that places Intuit in
the position of fostering, or having potential or actual liability for, illegal
activity in any jurisdiction; or (vi) attempting to probe, scan, penetrate or
test the vulnerability of an Intuit system or network or to breach Intuit’s
security or authentication measures, whether by passive or intrusive techniques.
Intuit reserves the right to not authorize and may terminate your use of
QuickBooks Money based on reasonable suspicion of your activities, business,
products or services that are objectionable or promote, support or engage in any
of the restricted uses described above. 

You acknowledge that QuickBooks Money is not intended for permanent storage and
agree not to use QuickBooks Money for general archiving or back-up purposes. You
also agree not to store “critical” data on QuickBooks Money, including without
limitation, data pertaining to power generation, military or national security,
or any function to sustain or rescue the health or well-being of any person.

This Section does not limit the prohibited and restricted uses set forth in the
Section A Terms.

Communications

Intuit may be required by law to send Communications to you that may pertain to
QuickBooks Money, the Services or third party products and the use of
information you may submit to us. Additionally, certain third party services you
choose may require Communications with third parties who administer these
programs. You agree that we and others who administer such services (as
applicable), may send Communications to you by email and/or may make
Communications available to you by posting them at one or more of our sponsored
websites, such as http://www.intuit.com. You consent to receive these
Communications electronically. The term “Communications” means any notice,
record, agreement, or other type of information that is made available to you or
received from you in connection with the Services or third party services. We
may also send Communications to you using the means listed below.

The decision whether to do business electronically is yours, and you should
consider whether you have the required hardware and software capabilities. Your
consent to do business electronically and our agreement to do so covers all
transactions you conduct through the Services.

If you later decide that you do not want to receive future Communications
electronically, please notify us at 1-800-4-INTUIT. If you withdraw your consent
to receive Communications electronically, we may terminate your use of
QuickBooks Money.

You agree to notify us promptly of any change in your email address. You can
update your email address in “Settings” in your QuickBooks Money account . By
providing us your telephone number (including a wireless/cellular telephone),
you consent to receiving calls from Intuit at that number.

Termination

Intuit may, in its sole discretion and without notice, restrict, deny, terminate
this Agreement with respect to QuickBooks Money or suspend access to QuickBooks
Money and any Services, effective immediately, in whole or in part, if we
determine that your use of QuickBooks Money violates the Agreement, is improper
or substantially exceeds or differs from normal use by other users, raises
suspicion of fraud, misuse, security concern, illegal activity or unauthorized
access issues, to protect the integrity or availability of QuickBooks Money or
systems and comply with applicable Intuit policy, or if you no longer agree to
receive electronic communications, or if your use of QuickBooks Money conflicts
with Intuit’s interests or those of another user of the Services. Intuit further
reserves the right to terminate this Agreement with respect to QuickBooks Money
at its sole discretion and for any reason with fifteen (15) days’ prior notice.
Upon termination, you must immediately stop using QuickBooks Money 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.

QuickBooks Checking

If you use the QuickBooks Checking Services as a QuickBooks Money user, the
terms and conditions in Part W above (including the QuickBooks Checking Deposit
Account Agreement) apply to such use. Pricing and limits may differ for
QuickBooks Money users and QuickBooks Online subscribers.

QuickBooks Payments

If you use QuickBooks Payments as a QuickBooks Money user, the QuickBooks
Payments Terms in Part N and the Money Movement Service Terms in Part A, each
above, apply to such use. Pricing and limits may differ for QuickBooks Money
users and QuickBooks Online subscribers.

QuickBooks Business Network

If you create a QuickBooks Money account, you may be automatically added to the
QuickBooks Business Network upon account creation or you may be added at a later
date. If you are added to the QuickBooks Business Network as a Listed Network
Member, you may eventually become a Payable Network Member, subject to certain
eligibility criteria. You may also become a Payable Network Member of the
QuickBooks Business Network through QuickBooks Money via invitation, subject to
certain eligibility criteria and background checks. If you become a member of
the QuickBooks Business Network, certain provisions in Part S apply to you, as
indicated therein.

Insights

When you sign up for QuickBooks Money, you may have access to insights and other
overview information provided by Intuit based on your QuickBooks Checking
Services and QuickBooks Payments activities. Any such insights are provided by
Intuit as a courtesy to you, and Intuit is not responsible for the accuracy or
completeness of any such information or for any losses, damages or liabilities
arising from any actions you take or omit from taking based on this information.

Y. QuickBooks Live Tax








The “QuickBooks Live Tax” services comprise the following, depending on service
availability and customer selection, (1) access to a specialized tax expert
(“Tax Expert”) who will do your taxes for you from start to finish
(“Full-Service Tax”); and (2) access to tax experts who will assist with
preparation of your federal and/or state tax return(s) with your active
participation (“Assisted Tax”). Both QuickBooks Live Full-Service Tax and
QuickBooks Live Assisted Tax are “Powered by TurboTax” tax preparation services
and each require an active QuickBooks Online (“QBO”) subscription. QuickBooks
Live Full Service Tax also provides an optional, one-time bookkeeping cleanup
service for businesses (“Cleanup Service”) provided by a QuickBooks Live
Bookkeeper (“Live Bookkeeper”).

If you are already a client to an accountant, bookkeeper or other provider of
accounting and financial services using QuickBooks Online Accountant and/or
QuickBooks Online, access to, and/or portions of QuickBooks Live Tax services
may be limited.

If you use QuickBooks Live Tax services, the following additional terms in this
Part Y apply to your use of the applicable service:

QuickBooks Live Tax Services. Your use of the Full-Service Tax and Assisted Tax
powered by TurboTax are subject to the TurboTax terms of service, pricing and
guarantee terms here.

Cleanup Service for Full-Service Tax. If you use Full-Service Tax, you have the
option to use the Cleanup Service provided by Live Bookkeepers. Cleanup Service
is provided until cleanup has been completed or seven days prior to the final
tax deadline of the current year, whichever occurs first. The following terms
govern Cleanup Service:






















Services. Live Bookkeepers will provide a Cleanup Service for transactions
starting after your last filed tax return, which was accepted by the IRS, or on
the first day of the prior calendar year (whichever is most recent) through
December 31 of the current tax filing year. Cleanup Service includes:

 * Access to virtual team of QuickBooks Live Bookkeepers
 * One onboarding meeting to discuss your business and bookkeeping
 * One-to-one messaging service
 * Ability to schedule appointments during normal business hours, subject to the
   Live Bookkeepers' availability
 * Ability to collaborate and share required documents with the Live Bookkeepers
 * Additional bookkeeping services such as reconciliations, reports, product
   overview, etc.

Cleanup Service provided to you by the Live Bookkeepers will be based on the
timely information and documents you provide. Live Bookkeepers can provide an
overview of the main features of QBO, set up the chart of accounts, assist with
bank connections and import historical data, and assist with bookkeeping
practices and tips. Live Bookkeepers will also classify and categorize
transactions, and reconcile accounts based on the timely delivery of required
documentation provided by you to complete such reconciliations. Live Bookkeepers
can provide a trial balance, balance sheet and profit, and/or loss statement at
your request. The reports provided to you are not a substitute for the
preparation of financial statements in accordance with the applicable financial
reporting framework, as determined by you. 




Scope. Cleanup Service do not include:

 * Business consulting services
 * Operational advice
 * Payroll services
 * Sales tax returns or filings
 * Preparation 1099s or tax documentation
 * Tax preparation or assistance with tax preparation, including tax advice
 * Invoicing your customers
 * Collecting outstanding receivables from your customers
 * Accounts receivable and accounts payable management
 * Paying vendors
 * Audit, review, or compile your financial statements
 * Prepare or submit any auditor’s or accountant’s report
 * Support for users with foreign bank accounts, multi-currency, cryptocurrency,
   full accrual accounting, commingled funds, more than one business, and more
   than three real estate properties.

Eligibility. Prior to or after signup, the Live Bookkeepers will evaluate your
books and verify eligibility. Intuit reserves the right to limit eligibility and
terminate services based on ineligibility. To be eligible, you must:

 * Remove any commingled personal or business expenses from your QBO account;
 * Be current, within the past two months, on account reconciliation going back
   to the January 1st of the previous calendar year
 * Be current on your payroll tax filings;
 * Be current on your sales tax return filings;
 * Not use full accrual accounting;
 * Not be engaged in any illegal activity or any activity reasonably likely to
   cause notoriety, harm, or damage to the reputation of Intuit;
 * Not utilize foreign bank accounts, multi currency, cryptocurrency for money
   movement;
 * Not have investments related to options and futures trading;
 * Not operate a 401(k) business;
 * Not have more than one business and/or three real estate properties tied to
   the same QBO account; and
 * Not exceed the threshold for complexity out of scope which is an assessment
   that includes but is not limited to: your number of online banking or credit
   card accounts, chart of accounts, and problematic transactions.
 * Bookkeeping exceeding 12 months is not guaranteed and may be ineligible based
   on bookkeeper capacity

Live Bookkeepers may, at their discretion, provide assistance removing
commingled personal transactions in your QBO account as part of the Cleanup
Service. You are responsible for identifying and reporting all personal
transactions to the Live Bookkeepers. If you fall behind in providing the
documents required to complete the bookkeeping services or are non-responsive,
we reserve the right to cancel the Cleanup Service at any time, at our sole
discretion.

Additional Cleanup Service terms and conditions

1. Service Limitations

You understand and agree:

 1. The Cleanup Service is reliant on your timely delivery of requested
    information and reasonable cooperation with your Live Bookkeeper; 
 2. Any late or insufficient information may cause delay in the performance of
    the Cleanup Service, including the inability to provide the Cleanup
    Service; 
 3. If the Cleanup Service is prevented or delayed by any act or non-action by
    you or business operations and personnel, Intuit will not be in breach of
    our obligations or otherwise liable for any related costs or losses you may
    incur; and 
 4. Cleanup Service levels and availability will vary based on demand and
    capacity and are subject to change without notice.

Cleanup Service cannot be relied to: 

 1. Identify or disclose any errors, fraud, theft, illegal acts, and wrongdoing
    within the entity; and
 2. Identify and communicate deficient or material weaknesses in your internal
    control system.

2. Accounting Method Preference

If you don’t provide Intuit information with your preferred accounting method,
you permit Intuit or the Live Bookkeepers to determine the appropriate
accounting method on your behalf. Cleanup Service supports cash basis and
modified cash basis accounting methods only.

3. Connections

The Live Bookkeepers may use QuickBooks and/or Intuit Expert Portal to establish
a persistent connection to remotely access, view, and/or edit your QBO company
file for the Cleanup Service. You will have the ability to cancel the persistent
connection following the instructions in the product.

4. Live Sessions

You are required to schedule an appointment for each session. We reserve the
right to cancel a live session at our sole discretion. You may cancel your live
session at any time and may reschedule, but we may not be able to accommodate
multiple reschedulings.

5. Your Responsibilities

You are responsible for the following within your business operations:

 * Designing, implementing, and maintaining internal controls, including those
   relevant to bookkeeping processes and monitoring ongoing activities;
 * Preventing and detecting fraud, including the design and implementation of
   programs and controls to prevent and detect fraud;
 * Identifying and ensuring that you comply with the laws and regulations
   applicable to your activities;
 * Making all personnel, financial records and related information available to
   us on a timely basis, including communications from you;
 * Ensuring that your records and information are complete, accurate and
   safeguarded;
 * Making all management decisions and perform all management functions,
   including determining and approving account codings and approving all
   proposed journal entries; and
 * Evaluating the adequacy and results of the services performed.

6. Liabilities

Intuit will not be liable in any way if the Cleanup Service cannot be performed
completely or accurately because of anything not reasonably within our control,
including inaccurate or incomplete information provided by you. We are also not
responsible for any errors resulting from you reopening the books by overriding
closure after the Live Bookkeepers complete the month-end
closure. Notwithstanding anything to the contrary in the Section A Terms, if any
Intuit error occurs in performing the Cleanup Service, our only responsibility
will be to correct the error in QBO for the month the error occurred.

7. Session Recordings

You consent to your session being recorded (including screen visual) for
internal training and agent assessment purposes.

Z. QuickBooks Solopreneur





“QuickBooks Solopreneur” or “Solopreneur” is an online Service for one-person
business owners to manage and categorize their personal and business finances
through an online account. If you use Solopreneur, the following additional
terms in this Part Z apply. Each Solopreneur account may only be used to support
one self-employed individual. Note that Solopreneur may be offered as a
standalone Service without a QuickBooks Online subscription.

QuickBooks Checking

If you use the QuickBooks Checking Services as a Solopreneur, the terms and
conditions in Part W above (including the QuickBooks Checking Deposit Account
Agreement) apply to such use. Pricing and limits may differ for QuickBooks Money
users and QuickBooks Online subscribers.

QuickBooks Payments

If you use QuickBooks Payments as a Solopreneur, the QuickBooks Payments Terms
in Part N and the Money Movement Service Terms in Part A, each above, apply to
such use. Pricing and limits may differ for QuickBooks Money users and
QuickBooks Online subscribers.

QuickBooks Live Tax

If you use QuickBooks Live Tax as a Solopreneur, the QuickBooks Live Tax Terms
in Part Y apply to such use. Payment for services only when you file.

Certain of the above-listed Services are only offered with a QuickBooks Online
subscription while some are offered via QuickBooks Money or as standalone
Services.

2. USERS

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

Not all Services support Additional Users. In addition, when you register for
and create an Intuit account solely to access QuickBooks Money, your account is
limited to single-user access and you may not add Additional Users. If you wish
to add Additional Users to your QuickBooks Money account, you must subscribe to
QuickBooks Online or a standalone QuickBooks Service that supports Additional
Users. 

3. SUBSCRIPTION USAGE LIMITS 

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

Deactivation/Cancellation When Exceeding Usage Limits 

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

Downgrade

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

Reactivating Subscriptions

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

4. TELEPHONE NUMBERS

You may provide us with your telephone number as part of your customer record or
registration or via other methods. You understand and agree that Intuit may use
your telephone number for "multi-factor authentication" ("MFA"), to confirm your
identity and help protect the security of your account. Part of the MFA identity
verification process may involve Intuit sending text messages containing
security codes to your telephone number. You agree to receive these texts from
Intuit containing security codes as part of the MFA process. In addition, you
agree that Intuit may send automated text messages and pre-recorded voice
messages to the telephone number you provide for other limited purposes,
including: providing you with important critical notices regarding your use of
the Services, or fulfilling a request made by you through the Services.
Additionally, Intuit may use your telephone number to contact you about special
offers or other Intuit or third party products or services unless you opt out of
such marketing. For the Product Support and Mobile App Download Programs,
Message and Data rates may apply. For help send HELP to 67126 for the Product
Support Program; send HELP to 57710 for the QuickBooks Online Mobile App
Download Program or 83477 for the QuickBooks Self-Employed Mobile App Download
Program. For support contact us at 1-800-488-7330. Supported carriers include
AT&T, Verizon Wireless, T-Mobile®, Metro PCS, Sprint, Boost, Virgin Mobile, U.S.
Cellular®, and others. Mobile carriers are not liable for delayed or undelivered
messages. With MFA, you also agree and consent to us obtaining and using
information from your mobile phone service provider, solely for the purposes of
verifying your identity and to compare information you have provided to Intuit
(such information may include from your mobile phone service provider account
record: your name, address, email, customer type, customer role, billing type,
mobile device identifiers (IMSI and IMEI) and other mobile phone subscriber
details).

5. ADMINISTRATOR ACCESS AND DISPUTES POLICY AND PROCEDURE

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

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

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




6. THIRD-PARTY COMMUNICATIONS USING MESSAGING SERVICES

Some Services available on the Platform may enable You to send short-code
SMS/MMS messages to third-parties, such as Your customers and vendors
(“Messaging Services”). 

You represent and warrant that the owners, which shall include the subscriber
and/or authorized user(s), of the phone numbers to which you transmit outbound
text messages through the Platform have expressly consented or otherwise
opted-in to the receipt of such messages, in accordance with the Telephone
Consumer Protection Act, the Telemarketing Sales Rule, and other applicable
federal, state, local laws, statutes and regulations, and industry guidelines
and best practices, including, but not limited to, the CTIA Short Code
Monitoring Handbook and the CTIA Messaging Principles & Best Practices
(hereinafter, “Consent(s)”). You will ensure that any and all Consents necessary
for such messages have been obtained, including, without limitation, consent for
the delivery of transactional, informational, commercial and/or marketing
messages. 

Intuit may allow, at our discretion, the ability to upload previously opted-in
phone numbers to the Platform. You acknowledge and agree that you shall have
sole responsibility for obtaining any Consents for uploaded phone numbers and
for complying with any terms and/or conditions that may govern or apply to these
previously opted-in phone numbers. You agree that you will only import, add,
edit, access and otherwise use in connection with the Platform phone numbers
with proof, which you shall retain, of Consent to receive communications from
You. By uploading and/or messaging any phone number using the Platform, you
represent and warrant that you have obtained such Consent for the phone number
and further that such Consent is valid at the time you send any message to such
phone number. We reserve the right, at our sole and absolute discretion, to
suspend or deny access to import functions, to impose a stringent qualification
process, to require proof of consent or opt-in method, or to require
documentation of your or your organization’s legal identity.

You agree that you will not access or otherwise use any third-party list of
phone numbers or otherwise engage in unsolicited messaging in connection with
the Platform. 

You agree that you are responsible for the receipt and implementation of any
revocation, opt-out instruction, or “Do-Not-Call” (“DNC”) requests for any and
all phone numbers uploaded and/or contacted using the Platform, and that it is
your sole responsibility to ensure that any such requests are properly
documented, including but not limited to placing such phone number(s) on your
company-specific DNC list, and honoring such requests immediately. You further
agree that you will not initiate any subsequent messages to any phone number
after a DNC or other opt-out or revocation request is made in regard to that
phone number.

You agree not to send messages to any phone number beyond the frequency or scope
represented in any disclosures or terms or in relation to the Consent applicable
to such phone number. 

You agree to represent truthfully your identity, the identity of your
organization, your product(s) or service(s), availability of goods or services,
pricing, benefits, and any other offering aspects in your content or messaging.

You are solely responsible for the content of messages you send using the
Platform and you agree to comply with all local, state, and federal laws and
regulations as well as general industry best practices governing your content.
Intuit maintains a no-tolerance policy toward spam.

You agree to Intuit’s Anti-Spam Policy: The following terms and information
constitute an introduction to the general contours of responsible,
permission-based text messaging. This general information is not an exclusive
source for applicable laws, guidelines, and compliance responsibilities
pertaining to Your use of the Messaging Services. This policy is not intended to
nor shall it be deemed to constitute legal advice. You should consult a lawyer
for legal advice on Your messaging practices. The information herein is provided
merely as a courtesy and is not intended to replace Your responsibility to
familiarize yourself with and abide by the legal requirements pertaining to Your
messages prior to using the Messaging Services.

What is spam? Spam is any type of unsolicited message. You should not assume
that an existing relationship with any message recipient constitutes permission
to send text messages. For example, if a customer disclosed a mobile number to
You in the course of business but did not give You specific permission to send
messages, You may not have permission to send text messages to that mobile
number. Also, some federal and state laws restrict the hours and days when
certain calls can be made. 

Before using the Messaging Services, You agree to review and abide by all
federal, state, and local laws, statutes and regulations as well as applicable
text/SMS/MMS messaging/telecommunications industry guidelines, including, but
not limited to, the following laws and guidelines, and to check for any
revisions, as they may be amended over time:

 * Telephone Consumer Protection Act ("TCPA"), 47 U.S.C. § 227, et seq., and
   related regulations, 47 C.F.R. Part 64.1200, et seq;
 * Telemarketing Sales Rule ("TSR"), 16 C.F.R. Part 310, et seq.;
 * Controlling the Assault of Non-Solicited Pornography and Marketing
   ("CAN-SPAM") Act of 2003;
 * Mobile Marketing Association ("MMA") U.S. Consumer Best Practices Guidelines
   for Messaging;
 * Cellular Telecommunications Industry Association ("CTIA") Best Practices and
   Guidelines for Location-Based Services;
 * CTIA Messaging Principles and Best Practices;
 * CTIA SMS Interoperability Guidelines; and
 * CTIA Short Code Monitoring Program Handbook.

For further information, please visit websites, including:

 * Federal Communications Commission, http://www.fcc.gov
 * Federal Trade Commission, http://www.ftc.gov
 * Do-Not-Call Registry Info, http://www.donotcall.gov
 * MMA, http://www.mmaglobal.com
 * CTIA, http://www.ctia.org

Although Intuit does not assume the duty or obligation to monitor messages, we
reserve the right, in our sole and absolute discretion, to monitor any and all
messages created or sent by you or any third party at any time without prior
notice to ensure that they conform to the guidelines and policies pertaining to
our Messaging Services. 

You will: (i) adhere to all applicable laws and industry guidelines and
standards when using the Messaging Services, including, without limitation, the
Telephone Consumer Protection Act, Truth in Caller ID Act, Telemarketing Sales
Rule, Fair Debt Collection Practices Act, or any similar state and local acts or
statutes, and any federal or state tort or consumer protection laws, and local
or national mobile marketing guidelines, including but not limited to, the CTIA
Short Code Monitoring Handbook and the CTIA Messaging Principles & Best
Practices; (ii) cooperate with Intuit, third-party service providers and
carriers, and governmental authorities in investigations of any alleged
violation of any law, rule, regulation, or any provisions set forth in these
Terms; (iii) be responsible for obtaining any public or private approvals
necessary for your use of the Messaging Services; (iv) ensure that You and all
third parties accessing the Messaging Services, employees, agents,
representatives and third-party contractors comply with the Terms; and (v)
immediately notify Intuit of any unauthorized use of the Messaging Services or
any known or suspected breach of security. You acknowledge that you are solely
responsible for all acts or omissions or violations of law or applicable
guidelines or best practices that may occur in connection with your use of the
Platform or Messaging Services.

You hereby acknowledge that Intuit merely provides a platform for facilitating
the sending of your text messages, and that you shall have sole responsibility
and liability for your messages and communications. You also agree to indemnify
and hold harmless Intuit from and against any claims, damages, losses, costs, or
fees which may result from your use of the Platform, the Services, and/or
Messaging Services, including, but not limited to, claims, damages, or lawsuits
threatened or filed by third parties as well as inquiries and investigations by
local, state and federal regulators (see Indemnity Obligations for additional
responsibilities in this regard). We reserve the right to hold, suspend or
terminate your account or access to the Platform and/or Messaging Services for
any alleged violation of this Section and/or any unusual or suspicious activity
related to your account.




















Company
About Intuit
Investor Relations
Corporate Responsibility
Partner with Intuit
Contact Us
Customer Research
For Individuals
TurboTax
QuickBooks Self-Employed
Credit Karma
TurboTax Live
For Small Business
QuickBooks
Accounting Software
Payroll
Online Payments
Time Tracking
Term Loans
Mailchimp
TurboTax Live for Business
Live Bookkeeping
For Accountants
Lacerte Tax
ProConnect Tax
ProSeries Tax
QuickBooks Online Accountant
ProAdvisor Program
Select Country
 * United States
 * Canada (English)
 * Canada (French)
 * India

Sitemap

Select Country
 * United States
 * Canada (English)
 * Canada (French)
 * India



About IntuitJoin Our TeamPress RoomAccessibilityTerms and Conditions

© 2024 Intuit Inc. All rights reserved.

Intuit, QuickBooks, QB, TurboTax, Credit Karma, and Mailchimp are registered
trademarks of Intuit Inc. Terms and conditions, features, support, pricing, and
service options subject to change without notice.

Photographs © 2018 Jeremy Bittermann Photography. By accessing and using this
page you agree to the terms and conditions.

About cookiesManage cookies

LegalPrivacySecurityCompliance