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QUICKBOOKS PROADVISOR PROGRAM AGREEMENT

I. General Terms and Conditions

 1.  Agreement Acceptance
 2.  Agreement Acceptance. IMPORTANT – PLEASE READ: This QuickBooks ProAdvisor
     Program Agreement (“Agreement”), is made between you and Intuit Inc. and/or
     its subsidiaries and affiliates (“Intuit”), is effective when you accept
     the terms of this Agreement and create your required account with Intuit
     (“Effective Date”). This Agreement describes the terms governing your
     enrollment and participation in the QuickBooks ProAdvisor Program (the
     “Program”). It includes by reference:
 3.  Applicable Intuit’s Privacy
     Statement: https://security.intuit.com/index.php/privacy
 4.  Additional terms and conditions, which may include those from third
     parties.
 5.  Any terms provided separately to you for the Program, including, without
     limitation, the Program, Certification and Profile Listing requirements,
     Trademark Usage Restrictions, the QuickBooks ProAdvisor Program Member
     Guide for Brand Use (“Brand Use Guide”), and the QuickBooks ProAdvisor
     Program – Points and Benefits – US, QuickBooks ProAdvisor Program – Points
     and Benefits – CA, QuickBooks ProAdvisor Program – Points and Benefits –
     UK, and QuickBooks ProAdvisor Program – Points and Benefits – AU
 6.  Program Overview, Enrollment and Certification
 7.  Overview. The ProAdvisor Program (“Program”) is a member loyalty program
     that is available to eligible QuickBooks Online Accountant (“QBOA”)
     customers or customers purchasing the QuickBooks ProAdvisor Desktop Premier
     Software bundle or the QuickBooks ProAdvisor Desktop Enterprise Software
     bundle who also create a QBOA account. To participate, you must have or
     create a QBOA account with Intuit. ProAdvisor Program members (“Members”)
     will be able to earn “Points” with each Qualifying Activity (as described
     in the QuickBooks ProAdvisor Program – Points and Benefits – US, QuickBooks
     ProAdvisor Program – Points and Benefits – CA, QuickBooks ProAdvisor
     Program – Points and Benefits – UK, and QuickBooks ProAdvisor Program –
     Points and Benefits – AU). Members will also be able to earn status in the
     Program by interacting and transacting with Intuit in various ways.
 8.  Enrollment. The Program is open only to legal residents of the country
     supporting the applicable Program, including for the U.S., one (1) of the
     fifty (50) United States, the District of Columbia, or Puerto Rico; Canada;
     United Kingdom; or Australia and who are 18 years of age or older. When you
     create a QBOA account, you will automatically enroll in the ProAdvisor
     Program as a user of the QuickBooks Online Accountant firm (“QBA firm”).
     The login credentials for your QBOA account are the same as the login
     credentials for the ProAdvisor Program. Each QBA firm has its own
     ProAdvisor Program account. If there are multiple users on the same QBA
     firm, they will share the same ProAdvisor Program account. If a user is
     part of multiple QBA firms, he/she will belong to multiple ProAdvisor
     Program accounts. When you enroll in the Program, you may be required to
     opt in to (or have already opted in to) receiving marketing messages from
     Intuit. Intuit may, in its sole discretion, sort registrants in a
     ProAdvisor Program account into different marketing-message groups such
     that not all Program Members receive the same marketing messages. You may
     opt out of receiving marketing messages from Intuit at any time and doing
     so will not affect your ability to participate in the Program, and you may
     still receive transactional emails from Intuit. You agree you will not
     sell, transfer or assign your membership or any membership rights. You are
     responsible for maintaining the confidentiality of your password and for
     restricting access to your computer (or other device, as applicable) so
     that others may not access your QBOA account and associated QBA firm’s
     ProAdvisor Program account. Your enrollment and participation in the
     Program means that you agree to the terms and conditions as provided in the
     Agreement. As used in this Agreement, “you,” “your,” and “Member” are
     synonymous and refer to the person who enrolled in the Program reflected in
     Intuit’s records. By accessing, signing up, participating in, or otherwise
     using the Program you agree that:
 9.  You can form a binding contract with Intuit;
 10. You are not a person who is prohibited from receiving the Services (as
     defined below) under the laws of the United States, Canada, Australia,
     United Kingdom or any other applicable jurisdiction;
 11. You are a resident of and located in the country where you have registered
     for the Program; and
 12. You will comply with this Agreement and all applicable local, state,
     national, and international laws, rules, and regulations, including import
     and export regulations.
 13. Certification. QuickBooks ProAdvisor Certification provides access to
     training and webinars to improve QuickBooks proficiency. To obtain
     QuickBooks Certification you must successfully complete the required
     QuickBooks education and testing. Required training for each certification
     is identified within the QuickBooks product. Each QuickBooks ProAdvisor
     Certification and all associated benefits, including but not limited to
     inclusion in the Find-a-ProAdvisor profile listing (“Profile Listing”), are
     tied to the individual who successfully completed the Certification and may
     not be transferred to another individual. For more information about the
     Certification please refer to: EXHIBIT A. — QuickBooks Certification
     Additional Terms and Conditions.
 14. Find-A-ProAdvisor Profile Listing. Any Member who meets all Program and
     Profile Listing (as defined below) requirements may be entitled to publish
     only one Profile Listing on the Find-A-ProAdvisor Directory. The Profile
     Listing on the Find-A-ProAdvisor Directory does not constitute endorsement
     by Intuit. You agree to represent yourself truthfully and accurately, and
     with updated information about you and your business, including but not
     limited to any credentials, professional designations, expertise, location,
     and services. Intuit reserves the right, at its sole discretion, (1) not to
     publish a profile to the Find-A-ProAdvisor Directory; and (2) to remove any
     profile, at any time. Profile Listing requirements may include, but are not
     limited to:
 15. A minimum of one (1) current QuickBooks Certification;
 16. Adherence to all terms provided separately to you for the Program including
     the Trademark Usage Restrictions (attached hereto as Exhibit B) and the
     Brand Use Guide;
 17. Member must be a resident of and located in the country specific to the
     Find-A-ProAdvisor Directory;
 18. Submission and acceptance of a valid government issued id;
 19. Submission and acceptance of valid business documentation; and
 20. True and accurate information provided on the Profile Listing.
 21. Proprietary Rights. Member agrees that Member is not authorized or
     permitted to use the term or name “Member: QuickBooks ProAdvisor Program”
     or other permitted uses as provided in the Trademark Usage Restrictions
     herein or the Brand Use Guide unless Member maintains current, valid
     certification and participation, and only during the Term, as defined
     below. Member agrees to abide by all of the Trademark Usage Restrictions
     and the Brand Use Guide. Member further agrees that Member is not
     authorized or permitted by Intuit to use the trademarks “Intuit”,
     “QuickBooks”, “ProAdvisor”, “QuickBooks ProAdvisor”, “QB”, “QB ProAdvisor”,
     “QuickBooks ProAdvisor”, “QB ProAdvisor” or Intuit’s corresponding logo
     designs, or any other trademarks, trade names or domain names corresponding
     to or similar to Intuit’s marks — including but not limited to “Quick”,
     “Intuit”, “intuitive”, “intuition”, “intu”, “tuit”, “tui”, “Turbo” or
     “Mint” (or phonetic equivalents) –in any Member products, services,
     domains, business source identifiers, or advertising, or in any way not
     expressly set forth in this Agreement. See additional information in the
     Trademark Usage Restrictions and the Brand Use Guide.
 22. Data Processing and Privacy. You acknowledge that Intuit will process your
     personal information as described in our Privacy Statement
     (https://security.intuit.com/index.php/privacy) when you use our Program or
     Services. As a Member you further agree to maintain data privacy standards
     that are at least as restrictive and protective as our Privacy Statement.
     Any violation of our Privacy Statement or any unauthorized access, misuse,
     or collection of any client or customer personal information shall be
     considered a material breach of this Agreement.
 23. Protection of Interest
 24. Acknowledgment of Rights. Member acknowledges Intuit’s exclusive rights in
     all of its trademarks, trade names, logos (including, without limitation,
     the Certified Logo) and service marks (“Intuit Marks”) and all goodwill
     associated therewith, and acknowledge that any and all plain-text uses of
     Intuit Marks by you inure solely to the benefit of Intuit. You shall not
     challenge Intuit’s exclusive rights in and to the Intuit Marks. You shall
     not do anything that might harm the reputation or goodwill of Intuit or any
     of the Intuit Marks. You shall not take action inconsistent with Intuit’s
     rights in the Intuit Marks. You shall not adopt, use, or register any
     corporate name, trade name, trademark, service mark, internet domain name,
     or other designation confusingly similar to the Intuit Marks or
     incorporating in any way any of the Intuit Marks. If at any time you
     attempt to acquire any rights in, or registration(s) or application(s) of
     any kind for, containing or corresponding to the Intuit Marks by operation
     of law or otherwise, you will immediately and at no expense to Intuit
     assign such rights, registrations, names or applications to Intuit, along
     with any and all associated goodwill.
 25. Enforcement. In the event you become aware of any unauthorized use of the
     Intuit Marks by a third party, you should promptly notify Intuit in
     writing, and shall cooperate fully, at Intuit’s expense, in any enforcement
     of Intuit’s rights against such third party.
 26. Conduct of Business. You agree (a) to conduct business and provide services
     in a manner which reflects favorably at all times on the products,
     services, goodwill and reputation of Intuit; (b) to conduct business and
     provide services in full compliance with all applicable laws and
     regulations; (c) to conduct business and provide services in full
     compliance with all agreements you may have with Intuit, including but not
     limited to the Intuit Services (as described below), End User License
     Agreements or Terms of Services; (d) not to engage in illegal, deceptive,
     misleading or unethical practices; (e) not to make any statements,
     representations, warranties, or guarantees to customers that are
     inconsistent with the policies established by Intuit; (f) to provide
     support and services of the highest quality and integrity; and (g) to use
     best efforts to resolve any complaints or disputes with your clients
     regarding your services under the Program in a fair, ethical, and timely
     manner. Member agrees not to use or display any materials or content in its
     Profile Listing or website in a manner that is, as determined by Intuit in
     its sole discretion, defamatory, misleading, libelous, obscene or otherwise
     potentially damaging to the reputation of Intuit, or the goodwill
     associated with Intuit. You further agree that you will use the Program and
     its benefits to assist and counsel small business clients on their use of
     QuickBooks products, and not for any other purpose. If Intuit determines in
     its sole discretion that you are using the Program for any unauthorized
     purpose, for a purpose that conflicts with the goals of the Program, or
     otherwise in violation of Program requirements, we reserve the right to
     terminate all or any of the following: your membership, your Profile
     Listing, access to the Program, and QBOA account.
 27. Authorization. Member hereby authorizes Intuit and third parties authorized
     by Intuit to disclose and/or publish information regarding Member’s name,
     address and other contact information, expertise profile, and business
     profile in printed and/or electronic forms in any medium. By accepting this
     Agreement you hereby agree to your personal information and business
     information being used for purposes of verification and confirmation of
     your profile details, as part of the application process. Submitted copies
     of government issued IDs will be destroyed within 14 days following the
     processing of your application.
 28. Confidentiality. Intuit may from time to time provide you with confidential
     information. You acknowledge that such confidential information is the
     property of Intuit, its subsidiaries, affiliates or suppliers and a
     confidential trade secret of Intuit, its subsidiaries, affiliates or
     suppliers. You shall not reveal, disclose or distribute such confidential
     information in any form to employees, except on a need to know basis, or to
     any third party, except to the extent specifically authorized by Intuit in
     writing, and shall take all reasonable precautions to prevent unauthorized
     disclosure and use of such confidential information. This obligation of
     confidentiality does not apply to information which is (a) rightfully in
     the public domain other than by a breach of a duty to Intuit; (b)
     rightfully received from a third party without any obligation of
     confidentiality; (c) rightfully known to you without any limitation on use
     or disclosure prior to its receipt from Intuit; (d) independently developed
     by you; or (e) generally made available to third parties by Intuit without
     restriction on disclosure. You may not disassemble, reverse-engineer, or
     decompile any software that is provided to you by Intuit.Member agrees to
     return to Intuit immediately upon Intuit’s written request any confidential
     information Member has received in writing or other tangible form. Member
     acknowledges that the unauthorized disclosure or use of Intuit confidential
     information will cause irreparable harm to Intuit, and that accordingly,
     Member agrees that Intuit will have the right to seek and obtain injunctive
     relief in addition to any other rights and remedies Intuit may have at law
     or in equity.
 29. Idea Submissions. By submitting ideas, suggestions, proposed business plans
     or any other material to Intuit, Member acknowledges and agrees that Intuit
     will treat such submissions as non-confidential; Intuit can use the
     information without compensation to Member or to any other person or
     entity; and Intuit may have already developed, and is not restricted from
     developing, products, services or plans similar to or competitive with any
     described in such submissions from Member.
 30. Right to Inspect. Intuit shall have the right to inspect your provision of
     support and services under this Agreement, your business premises, and all
     signage, advertisements, promotional material, and documentation in order
     to ensure your full compliance with the terms and conditions of this
     Agreement. You shall cooperate fully and shall promptly provide Intuit
     access to all reasonably requested materials and to such portions of your
     business premises reasonably necessary to permit Intuit to exercise its
     right to inspect.
 31. Third Party Services. Certain services and products provided by third
     parties, and not by Intuit, are made available in connection with the
     marketing and distribution of QuickBooks in the Program (“Third Party
     Services”). You are responsible for reviewing, understanding and complying
     with the terms and conditions governing any Third Party Services, and your
     use of any Third Party Services indicates your acceptance of such terms and
     conditions. You agree that Intuit is not responsible for the performance of
     third parties in connection with the Third Party Services, and to indemnify
     Intuit for third party claims relating to your use thereof.
 32. Limitation of Liability & Indemnification. To the maximum extent permitted
     by applicable law, the entire liability of Intuit, its affiliates and
     suppliers for all claims relating to this agreement shall be limited to the
     amount you paid for the membership term services during the twelve (12)
     months prior to such claim. Subject to applicable law, Intuit, its
     affiliates and suppliers are not liable for any of the following: (a)
     indirect, special, incidental, punitive or consequential damages; (b)
     damages relating to failures of telecommunications, the internet,
     electronic communications, corruption, security, loss or theft of data,
     viruses, spyware, loss of business, revenue, profits or investment, or use
     of software or hardware that does not meet intuit systems requirements. The
     above limitations apply even if Intuit and its affiliates and suppliers
     have been advised of the possibility of such damages. This agreement sets
     forth the entire liability of Intuit, its affiliates and your exclusive
     remedy with respect to the services and its use. You agree to indemnify and
     hold Intuit and its Affiliates and Suppliers harmless from any and all
     claims, liability and expenses, including reasonable attorneys’ fees and
     costs, arising out of: (i) your use of the Services in breach of any laws
     or regulations; (ii) your breach of the QuickBooks Certification Additional
     Terms and Conditions included in Exhibit A, of this Agreement; (iii) any
     breach by you of any third party rights (including intellectual property
     rights); (iv) your willful breach of this Agreement; or (v) any other
     breach of this Agreement, (collectively referred to as “Claims”). Further,
     you agree to indemnify Intuit resulting from any suit or proceeding based
     upon a claim arising (i) by reason of your performance or non-performance
     under this Agreement; (ii) arising out of your use of the Intuit Marks in
     any manner whatsoever except in the form expressly licensed under this
     Agreement; (iii) a breach of any representation, warranty, or obligation
     made by Member contained in the terms of this Agreement, and/or (iv) for
     any personal injury, product liability, or other claim arising from the
     promotion and/or provision of products or services by you. Intuit reserves
     the right, in its sole discretion and at its own expense, to assume the
     exclusive defense and control of any Claims. You agree to reasonably
     cooperate as requested by Intuit in the defense of any Claims. Intuit
     reserves the right, in its sole discretion and at its own expense, to
     assume the exclusive defense and control of any Claims. You agree to
     reasonably cooperate as requested by Intuit in the defense of any Claims.
     You agree to reimburse Intuit upon demand for any expenses reasonably
     incurred by Intuit in defending such claim, including, without limitation,
     attorney’s fees and costs, as well as any judgment or settlement of the
     claim or proceeding. In no event may you enter into any third party
     agreements which would in any manner whatsoever affect the rights of, or
     bind Intuit in any manner without the prior written consent of Intuit.
 33. Disclaimer of Warranties. THE PROGRAM (INCLUDING, WITHOUT LIMITATION, THE
     CERTIFICATION CURRICULUM AND ALL PROGRAM-RELATED SERVICES) IS PROVIDED
     “AS-IS” WITHOUT WARRANTY OF ANY KIND, AND TO THE MAXIMUM EXTENT PERMITTED
     BY APPLICABLE LAW, INTUIT AND ITS SUPPLIERS DISCLAIM ALL OTHER
     REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE PROGRAM,
     ANY SERVICES PROVIDED BY INTUIT OR ITS SUPPLIERS, QUICKBOOKS OR OTHER
     SOFTWARE, ANY TRAINING GUIDE, AND/OR ANY OTHER RELATED MATERIALS INCLUDING
     THEIR FITNESS FOR A PARTICULAR PURPOSE, THEIR MERCHANTABILITY, OR THEIR
     NONINFRINGEMENT. MEMBER ACKNOWLEDGES AND AGREES THAT SOME JURISDICTIONS DO
     NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY
     NOT APPLY TO CERTAIN MEMBERS. IN THAT EVENT, ANY IMPLIED WARRANTIES ARE
     LIMITED IN DURATION TO SIXTY (60) DAYS FROM THE EFFECTIVE DATE. HOWEVER,
     SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY
     LASTS, SO THE ABOVE LIMITATIONS IN DURATION MAY NOT APPLY TO CERTAIN
     MEMBERS. IN NO EVENT SHALL INTUIT OR ITS SUPPLIERS BE LIABLE FOR ANY
     AMOUNTS IN EXCESS OF THE FEES PAID BY MEMBERS TO INTUIT HEREUNDER FOR ONE
     MEMBERSHIP PERIOD, NOR SHALL INTUIT OR ITS SUPPLIERS BE LIABLE FOR DIRECT,
     INCIDENTAL, CONSEQUENTIAL, INDIRECT, OR SPECIAL DAMAGES OF ANY NATURE,
     INCLUDING WITHOUT LIMITATION, LOST BUSINESS OR PROFITS ARISING FROM ANY
     MATTERS UNDER THIS AGREEMENT, REGARDLESS OF WHETHER INTUIT OR ITS SUPPLIERS
     HAVE NOTICE OF THE POSSIBILITY OF ANY SUCH DAMAGES. THE REMEDIES SET FORTH
     HEREIN SHALL BE MEMBER’S SOLE AND EXCLUSIVE REMEDIES FOR ANY BREACH OF
     THESE TERMS AND CONDITIONS.INTUIT, ITS AFFILIATES AND SUPPLIERS DISCLAIM
     ANY REPRESENTATIONS OR WARRANTIES THAT YOUR USE OF THE PROGRAM WILL SATISFY
     OR ENSURE COMPLIANCE WITH ANY LEGAL OBLIGATIONS OR LAWS OR REGULATIONS.
 34. Term. The Program shall commence on the Effective Date and will continue,
     until and unless terminated as set forth in this Agreement (“Term”).
     Section II: Exhibit A (“QuickBooks Certification Terms and Conditions”) of
     the Agreement sets forth the duration of Certification status, which may
     expire prior to termination of the Program Agreement.
 35. Default and Termination.
 36. Intuit or Member may terminate Member’s enrollment in the Program at any
     time, with or without cause, by written notice to the other not less than
     THIRTY (30) DAYS before the effective date of such termination notice.
     Intuit may terminate Member’s enrollment in the Program for cause effective
     immediately and without notice in the event that: (i) Intuit determines in
     its sole discretion that Member has behaved unprofessionally or otherwise
     unacceptably towards any Intuit sales, customer service, or technical
     support agents; (ii) Intuit has received negative feedback on more than one
     occasion about a Member; (iii) Member fails to perform any of Member’s
     obligations under this Agreement or is otherwise in default hereunder and
     such failure or default remains unremedied for FIFTEEN (15) DAYS after
     written notice thereof; (iv) Intuit, in its sole discretion, determines
     that Member does not meet the criteria for enrollment in the Program, or
     any other Program Requirements, as determined by Intuit from time to time;
     (v) Member commits a felony; (vi) Intuit has reason to believe Member has
     engaged in an unlawful business practice; or (vii) any conduct or proposed
     conduct of Member exposes or threatens to expose Intuit to any liability or
     obligation, including any obligation under federal, state or local law. or
     (viii) Member’s employment with Intuit has been terminated as a result of
     an investigation for violating Intuit’s policies
 37. Additional termination provisions related to the termination of QuickBooks
     Certification status are as set forth in Section II: Exhibit A (“QuickBooks
     Certification Terms and Conditions”) of the Agreement.
 38. Effect of Termination. Upon expiration or termination of enrollment,
     regardless of the reason thereto: (a) All privileges and benefits of the
     Program will be immediately revoked; (b) Member shall immediately cease use
     of the name “QuickBooks Certified” and other permitted uses of trademarks,
     names or terms under Exhibit A, Section 4 of this Agreement. Member shall
     also discontinue representing in all instances and locations (e.g., on
     materials, website, etc.) that Member is enrolled in the Program; (c)
     Member shall promptly return to Intuit all Intuit confidential information
     or certify in writing that it has destroyed such information; (d) all
     rights and licenses granted under this Agreement (including without
     limitation the license to use the Certified Logo) will immediately and
     automatically terminate; and (e) Certified Member (as defined in Exhibit A)
     shall immediately cease use of the Certified Logo and shall discontinue
     representing that Certified Member is QuickBooks Certified or make any
     other unauthorized statement regarding such status.
 39. Governing Law and Jurisdiction, and Disputes. Governing law, jurisdiction
     and disputes shall be based upon the country from which you are accessing
     or using the Services or participating in the Program. Intuit does not
     represent that the Services and/or content within the Services is
     appropriate or available for use in all jurisdictions or countries. Intuit
     prohibits accessing content from within countries or states where such
     content is illegal. You are responsible for compliance with all applicable
     laws pertaining to your use and access to the Services in your
     jurisdiction.
 40. United States. California state law governs this Agreement without regard
     to its conflict of laws provisions. ANY DISPUTE OR CLAIM RELATING IN ANY
     WAY TO THE SERVICES OR THIS AGREEMENT WILL BE RESOLVED BY BINDING
     ARBITRATION, RATHER THAN IN COURT, except that you may assert claims in
     small claims court if your claims qualify. The Federal Arbitration Act
     governs the interpretation and enforcement of this provision; the
     arbitrator shall apply California law to all other matters. Notwithstanding
     anything to the contrary, any party to the arbitration may at any time seek
     injunctions or other forms of equitable relief from any court of competent
     jurisdiction. WE EACH AGREE THAT ANY AND ALL DISPUTES MUST BE BROUGHT IN
     THE PARTIES’ INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN
     ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. BY ENTERING INTO THIS
     AGREEMENT AND AGREEING TO ARBITRATION, YOU AGREE THAT YOU AND INTUIT ARE
     EACH WAIVING THE RIGHT TO FILE A LAWSUIT AND THE RIGHT TO A TRIAL BY JURY.
     IN ADDITION, YOU AGREE TO WAIVE THE RIGHT TO PARTICIPATE IN A CLASS ACTION
     OR LITIGATE ON A CLASS-WIDE BASIS. YOU AGREE THAT YOU HAVE EXPRESSLY AND
     KNOWINGLY WAIVED THESE RIGHTS. To begin an arbitration proceeding, send a
     letter requesting arbitration and describing your claim to Intuit Inc., in
     care of our registered agent Corporation Service Company, 2711 Centerville
     Road, Wilmington, DE 19808. Arbitration will be conducted by the American
     Arbitration Association (AAA) before a single AAA arbitrator under the
     AAA’s rules, which are available at www.adr.org or by calling
     1-800-778-7879. Payment of all filing, administration and arbitrator fees
     and costs will be governed by the AAA’s rules, but if you are unable to pay
     any of them, Intuit will pay them for you. In addition, Intuit will
     reimburse all such fees and costs for claims totaling less than $75,000
     unless the arbitrator determines the claims are frivolous. Likewise, Intuit
     will not seek its attorneys’ fees or costs in arbitration unless the
     arbitrator determines your claims or defenses are frivolous. You may choose
     to have the arbitration conducted by telephone, based on written
     submissions, or in person in the county where you live or at another
     mutually agreed location. The decision of the arbitrator shall be final and
     not appealable, and judgment on the arbitration award may be entered in any
     court having jurisdiction thereof. This Section 17 shall survive
     expiration, termination or rescission of this Agreement
 41. Australia. This Agreement will be governed by the laws of New South Wales,
     Australia. All disputes, controversies or claims in connection with this
     Agreement or breach thereof, shall be finally settled under the Rules of
     Conciliation and Arbitration of the International Chamber Of Commerce (“ICC
     Rules”), by a single arbitrator mutually agreed to by the parties appointed
     in accordance with the ICC Rules. The place of arbitration shall be Sydney,
     Australia, and all proceedings, including required notices and requests to
     the parties shall be conducted in the English language. Each party may
     select its own counsel, including foreign counsel to participate on its
     behalf. The parties may engage in mutually agreed to, reasonable discovery
     subject to the ICC Rules. The award by the arbitrator shall be final and
     binding on the parties, and each party hereby waives to the fullest extent
     permitted by law any right it may otherwise have under the laws of any
     jurisdiction to any form of appeal. Notwithstanding the foregoing, the
     parties agree that each party has the right to seek, to the extent
     permitted under the laws of any relevant jurisdiction, temporary or
     permanent injunctive or other similar relief in any court of other
     authority of competent jurisdiction in respect of any claims of breach of
     confidentiality or for an order of specific performance or other relief.
     Each party will be responsible for its own costs of arbitration.
 42. Canada. This Agreement will be governed by the laws of the Province of
     Ontario, Canada, without regard to conflict of laws. Subject to the
     arbitration clause below, the parties irrevocably submit to the exclusive
     jurisdiction of the courts of the Province of Ontario, Canada. Any
     controversy or claim arising out of or relating to this Agreement, or the
     breach thereof, shall be determined by arbitration administered by ICDR
     Canada in accordance with its Canadian Arbitration Rules. The number of
     arbitrators shall be one, the place of arbitration shall be the City of
     Toronto, Ontario, Canada and the language of the arbitration shall be
     English. The award by the arbitrator shall be final and binding on the
     parties and the arbitration process shall be confidential. Each party will
     be responsible for its own costs of arbitration. Any controversy or claim
     arising out of or relating to this contract, or the breach thereof, shall
     be brought in the parties’ individual capacity and not as a plaintiff or
     class member in any purported class or representative proceeding. This
     Section shall survive expiration, termination or rescission of this
     Agreement.
 43. United Kingdom. This Agreement will be governed by the laws of England and
     Wales, without regard to its conflicts of law principles. Notwithstanding
     the foregoing, you acknowledge that your breach (or an apprehension of
     breach) of any provisions of this Agreement, or any infringement (or
     apprehension of infringement) of Intuit’s or its Suppliers’ intellectual
     property rights may cause Intuit irreparable damage for which recovery of
     money damages would be inadequate. Accordingly, you agree that Intuit shall
     be entitled, in addition to any other remedies available to it, to seek (in
     any court of competent jurisdiction, notwithstanding the previous sentence)
     any relief (whether equitable or otherwise) to prevent or restrain any such
     breach or apprehended breach by you or otherwise to protect Intuit’s rights
     under this Agreement. The parties hereby submit to the exclusive
     jurisdiction of the courts of England and Wales and you agree that you will
     procure that any third party making a claim against Intuit arising out of
     this Agreement shall bring such claim exclusively in the English courts and
     subject to the limitations and exclusions of liabilities provided for in
     this Agreement.
 44. General Provisions.
 45. Non-Waiver. No waiver of any right or remedy on one occasion by either
     party will be deemed a waiver of such right or remedy on any other
     occasion.
 46. Assignment. The rights granted to you hereunder are personal, and you may
     not assign this Agreement or any right or obligation hereunder, whether in
     conjunction with a change in employment, voluntary transfer, transfer by
     operation of law, or otherwise, without the prior written consent of
     Intuit, which Intuit may give or withhold in its sole discretion. Any such
     purported assignment or transfer shall be deemed a material breach of this
     Agreement and shall be null and void. This Agreement is freely assignable
     by Intuit and will be for the benefit of Intuit’s successors and assigns.
 47. Relationship of Parties. You and Intuit are independent contractors and you
     agree that you will not represent yourself as an agent or representative of
     Intuit. Neither party has any express or implied right or authority to
     assume or create any obligations on behalf of the other or to bind the
     other to any contract, agreement or undertaking with any third party.
     Nothing in this Agreement shall be construed to create a partnership, joint
     venture, franchise, employment or agency relationship between you and
     Intuit.
 48. Severability. The failure of Intuit to exercise or enforce any right or
     provision of the Agreement shall not constitute a waiver of such right or
     provision. If any provision of this Agreement is determined by a court of
     competent jurisdiction to be invalid, illegal or unenforceable, such
     determination shall not affect the validity of the remaining provisions
     unless Intuit determines in its discretion that the court’s determination
     causes this Agreement to fail in any of its essential purposes.
 49. Entire Agreement. This Agreement, including all Exhibits, constitutes the
     entire agreement and understanding between the parties with respect to the
     Program, and supersedes all previous Program agreements, and all prior and
     contemporaneous negotiations, discussions and understandings of the
     parties, whether written or oral, regarding the Program. No waiver of any
     of the provisions of this Agreement shall be valid unless in writing and
     signed by Intuit.
 50. Modification of this Agreement or the Program. We reserve the right to
     modify these Program Terms from time-to-time, with reasonable notice to
     Members as described in this section. We will notify you of changes to the
     Program Terms by posting them to intuit.com and may also notify you by
     email to the address currently associated with your account. The updated
     Program Terms will be effective as of the time of posting, or upon such
     later date or by such other method as specified by Intuit. The updated
     Program Terms will apply to your participation in the Program beginning as
     of their effective date. We also reserve the right to change, from
     time-to-time, the conditions for eligibility and/or participation in the
     Program, the activities that earn Points or the number of Points awarded
     for those activities, redemption requirements, rewards values, or the
     mechanism for redeeming rewards (as described in the QuickBooks ProAdvisor
     Program – Points and Benefits – US, QuickBooks ProAdvisor Program – Points
     and Benefits – CA, QuickBooks ProAdvisor Program – Points and Benefits –
     UK, and QuickBooks ProAdvisor Program – Points and Benefits – AU.). WE
     RESERVE THE RIGHT TO TERMINATE THE PROGRAM COMPLETELY BY PROVIDING YOU WITH
     THIRTY (30) DAYS’ WRITTEN NOTICE OF THE IMPENDING TERMINATION TO THE EMAIL
     ADDRESS ASSOCIATED WITH YOUR ACCOUNT.
 51. No Endorsement. You acknowledge that Intuit makes no claims on behalf of
     you or your company as to the quality of the products or services you
     offer.
 52. Continuing Obligations. Obligations of the parties under the provisions of
     Sections 3, 4, 7, 8, 10, 11, 12, 15, 16, 17, 18, 19 and 20 shall survive
     any termination and remain in force after termination of this Agreement.
 53. Language. It is the express wish of the parties that this Agreement and all
     related documents be drawn up in English.
 54. Additional Items You Agree To:
 55. Intuit Services. We may tell you about other Intuit services. You may be
     offered other services, features, products, applications, online
     communities, or promotions provided by Intuit (“Intuit Services”). If you
     decide to use any of these Intuit Services, additional terms and conditions
     and separate fees may apply. You acknowledge that in accessing some Intuit
     Services you may upload or enter data from your account(s) such as names,
     addresses and phone numbers, purchases, and sales among others, to the
     Internet. You grant Intuit permission to use information about your
     business and experience to help us to provide the Intuit Services to you,
     including updating and maintaining your data, addressing errors or service
     interruptions, and enhancing the types of data and services Intuit may
     provide to you in the future. You grant Intuit permission to combine your
     business data, if any, with that of others in a way that does not identify
     you or any individual personally. We may use this data to improve services
     and to compare business practices with other company standards. We may use
     your data to create, market or promote new Intuit offerings to you and
     others. You also grant Intuit permission to share or publish summary
     results relating to research data and to distribute or license such data to
     third parties.
 56. Third Party Services. We may tell you about third party products or
     services. You may be offered products or services by third parties who are
     not affiliated with Intuit (“Third Party Products”) or the Services may
     contain links to third party websites (“Third Party Sites”). If you decide
     to use any Third Party Products or access any Third Party Sites, you are
     responsible for reviewing the third party’s separate product terms, website
     terms and privacy policies. You agree that Intuit can use your contact
     information, including name and address, for the purpose of offering these
     products to you. You agree that the third parties, and not Intuit, are
     responsible for their product’s performance and the content on their
     websites. Intuit is not affiliated with these Third Party Products or Third
     Party Sites and has no liability for them.

II. EXHIBIT A. – QuickBooks Certification Additional Terms and Conditions

 1.  Purpose of QuickBooks Certification (“Certification”). Intuit is committed
     to providing its QuickBooks customers with superior quality products and
     services (“Services”). In order to provide appropriate service and support
     for customers using QuickBooks products, Intuit has created QuickBooks
     Certification. Under Certification, individuals who have demonstrated their
     proficiency in supporting QuickBooks by successfully completing the
     education and testing requirements of Certification may obtain certain
     benefits and may be licensed to use the Intuit Marks as set forth in this
     Agreement. Certification does not, however, ensure that a Certified Member
     will qualify for any particular employment. Certified Members are not and
     may not act as an agent or representative of Intuit in any manner. Intuit
     does not endorse or guarantee the quality of Certified Members’ support or
     other services to customers.
 2.  Additional Definitions. “Certification” means the QuickBooks Certification
     offered by Intuit for QuickBooks customers who demonstrate technical
     competence relating to the use of QuickBooks products, through successfully
     completing the Certification Curriculum.”Certification Curriculum”, means
     those course materials that have been developed by Intuit or its designated
     vendors for use with Certification, including proficiency testing. Such
     Certification Curriculum may include web-based interactive instructional
     material, and may be utilized in a self- study or in a classroom
     environment. Third-party service providers may perform the testing
     component of the Certification Curriculum on Intuit’s behalf.”Certification
     Status” means the status associated with the successful completion of the
     Certification Curriculum.”Certified Member” means a Member in good standing
     who has successfully completed the Certification Curriculum.”Certified
     Logo” means the logo design(s) associated with the Certification, as
     provided by Intuit.
 3.  Certification and Quality Control.
 4.  Obtaining Certification. To obtain Certification, you must successfully
     complete the Certification Curriculum and required testing within the time
     period noted in this section, meet all ID verification requirements, and
     comply with all other requirements in this Agreement or as otherwise
     communicated by Intuit including the Trademark Usage Restrictions and the
     Brand Use Guide. Intuit reserves the right to terminate Certification
     status and Program membership where any Member has completed the
     Certification Curriculum through unauthorized or unethical means.
 5.  Certification Enrollment. You certify that the information supplied to
     participate in Certification is true and correct. This information is for
     the express use of Intuit and the mere enrollment in Certification does not
     constitute Certification or endorsement by Intuit of Member. You understand
     that Intuit reserves the right to discontinue Certification of any Member
     or Certified Member who does not meet the criteria for participation in
     Certification, and that such criteria shall be determined from time to time
     in Intuit’s sole discretion.
 6.  Certification Curriculum. You acknowledge that Intuit has the right, in its
     sole discretion, to change at any time the Certification Curriculum and the
     requirements for obtaining or maintaining Certification. Intuit, at its
     discretion, will make your name and current Certification Status available
     to QuickBooks customers who request it, unless you notify Intuit in writing
     requesting that such information not be disclosed. It is your
     responsibility to ensure that such information is current and accurate, and
     to notify Intuit promptly in the event such information is not current or
     accurate.
 7.  No Transfer of Certification. Your Certification Status and any license to
     use the Certified Logo are personal to you and neither may be transferred
     nor assigned to any other person or entity. You retain your Certification
     Status and your license to use the Certified Logo if you leave your current
     employment and/or begin working with a different business organization, as
     long as your Program membership and Certification are in good standing.
 8.  Conduct of Business. You agree (1) not to misrepresent your Certification
     Status or your level of skill and knowledge related thereto; (2) to provide
     support and services consistent with the Certification Curriculum; and (3)
     to use best efforts to resolve any complaints or disputes with your clients
     regarding your services as QuickBooks Certified in a fair and timely
     manner.
 9.  NOTWITHSTANDING ANYTHING IN THE AGREEMENT TO THE CONTRARY, INTUIT HAS THE
     RIGHT TO REVOKE, NOT TO GRANT, OR NOT TO RENEW YOUR CERTIFICATION STATUS
     AND/OR YOUR LICENSE TO USE THE CERTIFIED LOGO IF INTUIT DETERMINES IN ITS
     SOLE DISCRETION THAT YOUR CERTIFICATION OR YOUR USE OF THE CERTIFIED LOGO
     MAY ADVERSELY AFFECT INTUIT IN ANY WAY.
 10. License Grant and Limitations on License Grant.
 11. License Grant. Subject to your obtaining and maintaining Certification
     Status under the terms of this Agreement, and to your full compliance with
     this Agreement, Intuit hereby grants and you accept a non-exclusive,
     non-transferable, non-sublicensable, royalty-free, revocable license to use
     the Certified Logo (as defined above in Exhibit B, of the Agreement) in the
     Territory, only as set forth in this Agreement, which may be modified from
     time to time at Intuit’s sole discretion without notice. No other right,
     title, or license is granted hereunder, either by implication, estoppel or
     otherwise.
 12. Limitations on License to Use Certified Logo. The Certified Logo may not be
     used for any other purpose or in any manner other than as described in the
     Certified Logo Restrictions in this Agreement. In addition, if at any time
     Intuit requests that you discontinue using the Certified Logo and/or
     substitute new or different Certified Logo(s), you will immediately cease
     use of the discontinued Certified Logo(s) and cooperate fully with Intuit
     to ensure that all legal obligations have been met with regard to ceasing
     use of the Certified Logo(s).
 13. Certification Term and Termination.
 14. Certification Term. Certified Member’s rights and obligations under this
     Exhibit A shall commence on the date you successfully complete the
     Certification Curriculum and will terminate upon Certified Member’s loss or
     other termination of Certification Status or upon termination of the
     Program membership.
 15. Termination of Certification by Intuit. Without prejudice to any rights it
     may have under this Agreement or in law, equity, or otherwise, Intuit may
     terminate a Certified Member’s Certification under this Agreement
     (including without limitation the Certification Status and use of the
     Certified Logo) immediately upon the occurrence of any one or more of the
     following events:
 16. You fail to keep current/maintain your Certification by not taking the
     recertification that Intuit will offer every year;
 17. You fail to perform any of your obligations under this Agreement,
     including, without limitation, the terms related to use of the Certified
     Logo the Trademark Usage Restrictions and the Brand Use Guide;
 18. You discontinue providing the services and support for Intuit products to
     which your Certification is related; A government agency, state licensing
     body, or court finds that services provided by you fail to comply with
     applicable laws or regulations, or are defective or improper in any way,
     manner or form;
 19. If actual or potential adverse publicity or other information emanating
     from a third party or parties, about you, the services you provide, or the
     use of the Certified Logo by you causes Intuit, in its sole judgment, to
     believe that Intuit or its reputation may be adversely affected; or
 20. You resell and/or distribute the software provided to you by Intuit in
     violation of the terms and conditions of the software’s end user license
     agreement or this Agreement.
 21. Public discussion of the QuickBooks Certification exam questions and
     answers is grounds for immediate termination of your certification.
 22. Intuit has reason to believe that you cheated on the QuickBooks
     Certification exam.
 23. Discovery of any information that would have precluded you from obtaining
     Certification, including but not limited to the submission of false ID
     credentials, or dishonesty during the course of Certification testing.
 24. Member’s employment with Intuit has been terminated as a result of an
     investigation for violating Intuit’s policies.
 25. Content
 26. You are responsible for your content. You are legally responsible for all
     information, data, text, software, music, sound, photographs, graphics,
     video, messages or other materials (“Content”) uploaded, posted or stored
     through your use of the Services. You grant Intuit a worldwide, royalty-
     free, non-exclusive license to host and use the Content in order to provide
     you with the Services. You agree not use the Services for any illegal
     purpose or in violation of any applicable local, state, federal or
     international law. You are encouraged to archive your Content regularly and
     frequently. You are responsible for any Content that may be lost or
     unrecoverable through your use of the Services. You must provide all
     required and appropriate warnings, information and disclosure. You agree
     that you will not use the Services to share, store, or in any way
     distribute financial data that is not in accordance with the law. Any users
     suspected of having information which involves fraud, embezzlement, money
     laundering, insider trading, support for terrorism, or any other activity
     proscribed by law may have their accounts terminated immediately, their
     financial data erased, and they also may be reported to law enforcement
     officials in the appropriate jurisdictions. Intuit is not responsible for
     the Content or data you submit on the website. You agree not to use the
     Services to upload, post, distribute, link to, publish, reproduce, engage
     in or transmit any of the following, including but not limited to:
 27. Illegal, fraudulent, libelous, defamatory, obscene, pornographic, profane,
     threatening, abusive, hateful, harassing, offensive, inappropriate or
     objectionable information or communications of any kind, including without
     limitation conduct that would encourage or constitute an attack or
     “flaming” others, or criminal or civil liability under any local, state,
     federal or foreign law;
 28. Content or data that would impersonate someone else or falsely represent
     your identity or qualifications, or that constitutes a breach of any
     individual’s privacy, including posting images about children or any third
     party without their consent (or a parent’s consent in the case of a minor);
 29. Except as otherwise permitted by Intuit in writing, advertisements,
     solicitations, investment opportunities, chain letters, pyramid schemes,
     other unsolicited commercial communication or engage in spamming or
     flooding;
 30. Virus, trojan horse, worm or other disruptive or harmful software or data;
     and
 31. Any information, software or Content which is not legally yours and may be
     protected by copyright or other proprietary right, or derivative works,
     without permission from the copyright owner or intellectual property rights
     owner.
 32. Community forums. The Services may include a community forum to exchange
     information with other users of the Services and the public. Please use
     respect when you interact with other users. Intuit does not support and is
     not responsible for the accuracy of others’ content in these community
     forums. Do not reveal information in the community forum that you do not
     want to make public. Users may post hypertext links to content hosted and
     maintained by third parties for which Intuit is not responsible.
 33. Intuit may monitor your content from time to time. Intuit may, but has no
     obligation to, monitor content on the Services. We may disclose any
     information necessary or appropriate to satisfy our legal obligations,
     protect Intuit or its customers, or operate the Services properly. Intuit,
     in its sole discretion, may refuse to post, remove, or refuse to remove,
     any Content, in whole or in part, alleged to be unacceptable, undesirable,
     inappropriate, or in violation of this Agreement.
 34. Reviews and Ratings
 35. Our offerings may include features for User reviews and ratings in our
     websites or online services selected by you, such as in our QuickBooks
     ProAdvisor Program which allows our QuickBooks Certified ProAdvisors to
     enable its customers to post reviews and ratings about the QuickBooks
     Certified ProAdvisor. Terms for posting reviews and ratings are included in
     our Terms of Service or Use which are available on our websites and online
     services provided to you. The following considerations also apply to these
     User reviews and ratings features.
 36. We promote open and honest reviews and ratings on our sites which comply
     with Intuit’s Terms of Service, the QuickBooks.com Website Terms of Use,
     the Find-a-ProAdvisor Terms of Service or Terms of Use for rating and
     review features in our Services which can be found on the Find-A-ProAdvisor
     Directory at findaproadvisor.com.
 37. We provide clear notice to our customers of how we use these reviews and
     ratings in our websites and online services; and how a customer may choose
     to participate or not participate in this feature.
 38. We respond promptly to customer complaints and inquiries regarding alleged
     customer reviews which may violate our Terms of Service or Use.
 39. We do not remove or hide negative reviews because the person who is being
     reviewed disagrees factually with the content.
 40. We will promptly remove reviews which we determine are offensive, illegal
     or otherwise violate our QuickBooks Find-A-ProAdvisor Review Terms of Use.
 41. We do not take sides in a factual dispute between parties who post content
     on our sites and online

III. EXHIBIT B. – Trademark Usage Restrictions You are required to comply with
the following trademark usage restrictions for the Program (“Trademark
Restrictions”) and the QuickBooks ProAdvisor Program Member Guide for Brand Use.

 1.  No Use of Logo Forms or Box Designs
 2.  When referencing the QuickBooks name, the use of product logos or box
     designs is prohibited. Intuit trademarks must be displayed only in plain
     text and only for approved purposes as set forth below. Such plain text
     usage must retain the distinctive capitalization and/or spacing of the
     mark. For example:Correct: QuickBooks® software; or QUICKBOOKS® software
     Incorrect: QuickBooks® software NOTE: If you obtain Certified QuickBooks
     User status, you will be granted the limited right to use the Certified ®
     logo under the terms and conditions set out in Section 6 below. Also, if
     you are a member of the QuickBooks Affiliate Program, you are allowed, per
     that program’s terms and conditions, to display certain approved Affiliate
     Program ad banners (provided by Intuit) on your website(s), some of which
     include the QuickBooks product logos and/or box designs. See the QuickBooks
     Affiliate terms and conditions for further information.
 3.  Correctly Promote Your QuickBooks Certification
 4.  Upon your enrollment into the QuickBooks Training & Certification Program,
     Intuit encourages you to inform your current and prospective
     clients/customers of your membership in the Program, in accordance with all
     of the Trademark Restrictions listed herein. You can convey this
     information in your advertising, and in detailed brochures, sales materials
     and websites (“Approved Materials”), but you should only do this in a way
     that does not lead clients to believe that you are somehow “Officially
     Endorsed by”, “Authorized by”, or formally “Partnered” with Intuit, or that
     you are an employee or representative of Intuit. The best way to promote
     your membership is to simply place one of the following plain-text
     statements in your sales and/or advertising materials: “Certified
     QuickBooks® User”
 5.  No Use in Direct Business Source Identifiers
 6.  The Intuit, QuickBooks, QuickBooks ProAdvisor, QB, or other similar marks
     or logos, including but not limited to “Quick”, “Intui”, “intuitive”,
     “intuition”, “intu”, “tuit”, “tui”, “Turbo” or “Mint” (or phonetic
     equivalents) cannot be used in your company name, product/service name or
     in your direct business source identifiers such as stationery, business
     cards, company signs, domain names or company website titles. These
     identifiers indicate the name of your business and, thus, the source of its
     products or services. In order to avoid any possible confusion with regard
     to the source of Intuit’s products/services, versus your or another party’s
     products/services, use of Intuit’s trademarks in these source identifiers
     is prohibited. However, Intuit does not object to the membership statements
     in Section 2 above being used in appropriate contexts which make clear the
     true nature of your relationship to Intuit. You can also make truthful
     statements about the nature of your services, such as:”Specializing in
     QuickBooks® software” “Supporting QuickBooks® users since…” “Specializing
     in QuickBooks® installation and setup” “Consulting on QuickBooks®
     software”All other uses of the QuickBooks or other Intuit Marks on direct
     business source identifiers are strictly prohibited. Additionally, by
     participating in the Program, you agree that the Approved Materials will
     not contain any content that could be deemed by Intuit, in its sole
     judgment, to be obscene, violent or otherwise in poor taste or unlawful, or
     for the purpose of encouraging unlawful activities, or otherwise misuse or
     bring into dispute or disrepute the QuickBooks trademark, any other Intuit-
     owned marks or logos, or Intuit’s products or services. Intuit reserves the
     right to object to unfair uses or misuses of its trademarks/logos and to
     hold you in breach of the Agreement for any such unfair uses or misuses in
     Intuit’s sole discretion.
 7.  No Use of Intuit Company Trade Name, Trademark or Company Logo
 8.  No person or company except Intuit may use the Intuit company name,
     trademark or company logo. The only use of the company name that is
     permitted is the plain-text listing of the ownership legend for Intuit’s
     trademarks, as shown in Section 5 below.
 9.  Appropriate Symbols and Ownership Legends Must Be Used
 10. When used in accordance with these Trademark Restrictions, Intuit’s Intuit®
     and QuickBooks® trademarks should appear with the “®” symbol directly next
     to the mark as shown. The appropriate ownership “legend” must also be
     displayed at least once in any materials where the QuickBooks or QuickBooks
     ProAdvisor names are mentioned (unless space is not available, e.g., on
     business cards). Such legend should generally read as follows:”Intuit and
     QuickBooks are registered trademarks and/or registered service marks of
     Intuit Inc., used with permission.
 11. FOR CERTIFIED QUICKBOOKS USERS: Certified Logo Restrictions All approved
     uses of the Certified Logo must conform to the following logo usage
     restrictions (“Certified Logo Restrictions”):
 12. Approved Purpose. Certified Members are granted a limited license to use
     the Certified Logo and may use the Certified Logo solely for the purposes
     of notifying clients or prospective clients, via Approved Materials and
     usages only (as set forth in Section F.b below), of the Certified Member’s
     current, valid Certification in the Program and of the Certified Member’s
     successful completion of the Certification Curriculum pursuant to this
     Agreement (“Approved Purpose”). No other use of the Certified Logo is
     permitted.
 13. Approved Materials and Usage.
 14. Certified Members in good standing may use the Certified Logo for the
     Approved Purpose (in an appropriate form and size as set forth in this
     Section 6) in all of the following instances (collectively, “Approved
     Materials”):
 15. Certain paper and electronic marketing materials for Certified Members’
     services related solely to QuickBooks software, such as Member brochures
     and websites;
 16. Certain advertising for Certified Members’ services related solely to
     QuickBooks software, such as display ads in newspapers, magazines and
     yellow pages;
 17. On Certified Members’ stationery and business cards; and
 18. Apparel (e.g., shirts) for use solely by the Certified Member.
 19. All such Approved Materials must also separately contain Certified Member’s
     own name, company name, service name and/or trade name in a size that must
     be at least as large as the Certified Logo lettering.
 20. Certified Members may NOT use the Certified Logo in or on physical company
     signage or within company logos; however Certified Members may display the
     Certified Logo in public view separate and apart from company signage,
     member name, company name, service or trade name displays.
 21. Notwithstanding the above, Certified Members may use the following
     identification line in plain text (not logo/graphic form) when printing a
     Certified Member’s name on business cards, stationery, brochures, apparel,
     and website ONLY: “Jane Smith, Certified QuickBooks User”. However, such
     identification line CANNOT be used on or in connection with company
     signage, or company names or logo designs (including where such logo
     designs appear on other materials), or be incorporated into signage or
     company names/logos in any way.
 22. Certified Members may not under any circumstances use the Certified Logo or
     any part thereof in the name of the Approved Materials themselves, or in
     the names of Certified Member’s own products, services, or business, or use
     the Certified Logos in any other non-approved manner, including for
     promotional events, merchandise or signage, or to express or imply any
     endorsement or affiliation with Intuit beyond the completion of the
     Certified Curriculum and required testing. Furthermore, Certified Member
     agrees that the Approved Materials will not contain any content that could
     be deemed by Intuit, in its sole judgment, to be obscene, violent or
     otherwise in poor taste or unlawful, or for the purpose of encouraging
     unlawful activities, or otherwise misuse or bring into dispute or disrepute
     the Certified Logo, the QuickBooks trademark, any other Intuit Marks, or
     Intuit products or services. Intuit reserves the right to object to unfair
     uses or misuses of Intuit Marks and to hold Certified Member in breach of
     this Agreement for any such unfair uses or misuses in Intuit’s sole
     discretion
 23. Required Legend. All Approved Materials that display the Certified Logo
     shall include a small legend stating “Intuit and QuickBooks are registered
     trademarks and/or registered service marks of Intuit Inc., used with
     permission.” Intuit may, from time to time, also require Certified Member
     to use another statement.
 24. Design Requirements. When reproducing the Certified Logo design, the only
     modification that is allowed is to resize the Certified Logo design in
     exact proportion to its original height and width. No re-sampling or other
     attempted duplication is allowed and no alteration, modification, cropping,
     or addition to the Certified Logo is permitted. The Certified Logo as
     supplied by Intuit cannot be “violated” or touched by any other text or
     graphics in any way, and there must be a border of space of at least
     fifteen percent (15%) of the total height of the Certified Logo surrounding
     it on all sides in every instance where the Certified Logo appears. The
     proportion of the Certified Logo should remain consistent. Stretching,
     condensing, distorting or otherwise altering the Certified Logo is
     prohibited. The Certified Logo may not be placed on backgrounds with
     insufficient contrast, photos or illustrations, strong patterns or texture
 25. Logo File Formats. The Certified Logo is offered in three different file
     formats for the Approved Purposes and usage as set forth in Exhibit B
     above. Any of the three file formats can be imported into documents created
     by most software applications. Please read the file format descriptions, as
     they will help you assess which file format is most appropriate for your
     needs.
 26. JPG. The.jpg can be used at 100% or smaller.
 27. png. The .png can be used at 100% or smaller.
 28. .eps. The .eps is scalable if a flexible format is needed for a designer.
 29. Pay Per Click / Search Engine Advertising Restrictions In order to avoid
     potential confusion among consumers and to prevent search engine ads from
     being removed by our trademark compliance monitoring systems, Members must
     adhere to the following restrictions. Members understands and agrees that
     Intuit retains the right to remove any ads that, in Intuit’s sole
     discretion, do not comply with these restrictions.
 30. Ad Titles. All sponsored ad titles must lead with Members’ own marks or
     names, or with industry descriptors, and cannot lead with Intuit brands.
     For example, all sponsored ad titles must be structured as “Company Name –
     XYZ for QuickBooks” instead of “QuickBooks XYZ”. This will help avoid
     potential confusion as to the source, branding, or sponsorship of Member’s
     offerings.
 31. Ad URLs. URLs should not confuse consumers into believing that the URL
     leads somewhere other than Member’s own website(s). Any URL where an Intuit
     Mark is incorporated into the front portions of the URL, or into the root
     domain itself, would violate these restrictions. Intuit Marks may only be
     used in the very end segment of any display URL of a search engine ad. For
     example, Member may only use an Intuit mark in URLs as follows:
     www.ParticipantName.com/appnameforquickbooks.
 32. Ad Keywords. Members may only mention Intuit Marks in sponsored ads that
     directly advertise Member’s own services that comply with this Agreement,
     including the Brand Use Guide. Members may only use Intuit Marks as search
     keywords to trigger sponsored ads that directly advertise Member’s services
     as they relate to Intuit products through the QuickBooks ProAdvisor
     Program, so long as it is accompanied by a value add, e.g. QuickBooks
     Support. Members may not use standalone Intuit Marks to trigger sponsored
     ads. Member may bid on phrases like “free QuickBooks” only when promoting
     free Intuit offerings or trials (like QuickBooks Simple Start Edition), but
     may not bid on Intuit brands on a stand-alone basis when promoting a free
     Intuit product.
 33. Display Location. When purchasing search engine ads, Members must ensure
     that they carefully designate the appropriate countries/regions for the ad.
 34. Additional Requirements.
 35. Search engine ads must point to Member’s own Website, and must point to a
     page containing information about Member’s services.
 36. When using Intuit Marks in search engine ads, Member must avoid any false
     claims or statements of affiliation, endorsement or sponsorship, where no
     such relationship exists. For example, Member must not claim in its ad that
     the ad will lead people to an “Official Site” for QuickBooks, or claim that
     Member is an “Official Partner” or “Preferred Solution” of Intuit.
 37. Member may use words like “discount”, “deal”, and “low cost” in sponsored
     ads that also contain Intuit Marks, but should avoid use of words that may
     negatively affect Intuit’s brands, like “cheap”, “blowout”, “bargain”,
     “fire sale”, etc. Intuit reserves the right to take down sponsored ads
     containing descriptions or words that it believes, in its sole discretion,
     could damage the equity and reputation of its brands.

Last updated June 2021.