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TERMS OF SERVICE


INTUIT TERMS OF SERVICE QUICKBOOKS ONLINE SERVICE








INTUIT GENERAL TERMS

Section A


Section A Rev 11122023













Thank you for selecting the Services offered by Intuit Limited and/or its
subsidiaries and Affiliates (referred to as "Intuit", "we", "our", or
"us"). Review these Terms of Service ("Agreement") thoroughly. This Agreement is
a legal agreement between you and Intuit. By accepting electronically (for
example, clicking “I Agree”) or by installing, accessing or using the Services,
you agree to this Agreement. If you do not agree to this Agreement, then you may
not use the Services. If you are entering into this Agreement on behalf of a
company or other legal entity, you represent that you have the authority to bind
such entity and its affiliates to these terms and conditions as its authorised
representative, in which case the terms "you" or "your" will refer to such
entity and its affiliates as well as you. If the legal entity that you represent
does not agree with these terms and conditions, you must not accept this
Agreement, register, and use or access the Services as an authorised
representative.

If you are an individual located in the European Economic Area ("EEA") who is
accessing or using Intuit services, sites, products, mobile applications,
desktop applications, or software directed to the EEA, your relationship is with
Intuit Limited, subject to section 12 of Section B of these terms.

“Affiliate(s)” means any entity that at any time controls, is controlled by, or
is under common control, in each case either directly or indirectly with Intuit,
where “control” means the ownership of, or the power to vote, more than 50% of
the voting stock, shares or interests of the entity. 




GENERAL TERMS

1. AGREEMENT







This Agreement describes the terms governing your use of the Intuit Services. It
includes by reference:

 * Intuit's Global Privacy Statement
 * Additional Terms and Conditions, which may include those from third parties.
 * Any terms provided separately to you for the Services, including product or
   program terms, ordering, activation, payment terms, data processing
   agreements, etc.

You must be at least 18 years of age to use our Services. By accessing or using
our Services you agree that:

 * You can form a binding contract with Intuit;
 * You are not a person who is prohibited from receiving the Services under the
   laws of the United States, England, Wales, European Union, any member state
   of the European Union or European Economic Area or any other applicable
   jurisdiction; and
 * You will comply with this Agreement and all applicable local, state,
   national, and international laws, rules, and regulations, including import
   and export regulations.

2. YOUR RIGHTS TO USE THE SERVICES

2.1 The Services are protected by copyright, trade secret, and other
intellectual property laws. You are only granted the right to use the Services
and only for the purposes described by Intuit. Intuit reserves all other rights
in the Services. Until termination of this Agreement and as long as you meet any
applicable payment obligations and comply with this Agreement, Intuit grants to
you a personal, limited, nonexclusive, nontransferable right and license to use
the Services.

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

 * Provide access to or give any part of the Services to any third party.
 * Reproduce, modify, copy, sell, trade, lease, rent or resell the Services.
 * Decompile, disassemble, or reverse engineer the Services.
 * Make the Services available on any file-sharing or application hosting
   service.

3. PAYMENT

3.1 For Services offered on a payment or subscription basis, the following terms
apply, unless Intuit or its third party affiliate notifies you otherwise in
writing. This Agreement also incorporates by reference and includes program
ordering and payment terms provided to you on the website for the Services.

3.2 Payments will be billed to you in Euros, U.S. dollars, or other currencies
which may be made available (plus any and all applicable taxes, including
without limitation VAT, GST, and SST), as shown in the product ordering and
subscription terms, and your account will be debited when you subscribe and
provide your payment information, unless stated otherwise in the program
ordering or payment terms on the website for the Services.

You must pay with one of the following:

 1. A valid credit card acceptable to Intuit;
 2. A valid debit card acceptable to Intuit;
 3. Sufficient funds in a checking or savings account to cover an electronic
    debit of the payment due; or
 4. By another payment option Intuit provides to you in writing.

3.3 If your payment and registration information is not accurate, current, and
complete and you do not notify us promptly when such information changes, we may
suspend or terminate your account and refuse any use of the Services. If you do
not notify us of updates to your payment method (e.g., credit card expiration
date), to avoid interruption of the Services, we may participate in programs
supported by your card provider (e.g., updater services, recurring billing
programs, etc.) to try to update your payment information, and you authorize us
to continue billing your account with the updated information that we obtain.
Intuit will automatically renew your monthly, quarterly, or annual Services at
the then-current rates, unless the Services subscription is cancelled or
terminated under this Agreement. Additional cancellation or renewal terms may be
provided to you on the website for the Services.




3.4 You agree you may receive invoices for the Services in an electronic form.




3.5 In the event that any payments, price and/or amount payable by you to Intuit
is subject to (i) any withholding or similar tax; or (ii) any tax (including
without limitation VAT and GST) or other tax or levy not collected by Intuit; or
(iii) any other tax or other government levy of whatever nature, the full amount
of that tax or levy shall be solely your responsibility, and shall not reduce
the amount to which Intuit is entitled under this Agreement. You agree to
indemnify and hold Intuit harmless against any and all claims by any competent
tax authority related to any such withholding or similar taxes, and any
penalties and/or interest thereon.







4. USE WITH YOUR MOBILE DEVICE

Use of these Services may be available through a compatible mobile device,
Internet and may require software. You agree that you are solely responsible for
these requirements, including any applicable changes, updates and fees as well
as the terms of your agreement with your mobile device and telecommunications
provider. INTUIT MAKES NO WARRANTIES OR REPRESENTATIONS OF ANY KIND, EXPRESS,
STATUTORY OR IMPLIED AS TO: THE AVAILABILITY OF TELECOMMUNICATION SERVICES FROM
YOUR PROVIDER AND ACCESS TO THE SERVICES AT ANY TIME OR FROM ANY LOCATION; ANY
LOSS, DAMAGE OR SECURITY INTRUSION OF THE TELECOMMUNICATION SERVICES; AND ANY
DISCLOSURE OF INFORMATION TO THIRD PARTIES OR FAILURE TO TRANSMIT ANY DATA,
COMMUNICATIONS OR SETTINGS CONNECTED WITH THE SERVICES.










5. DATA PROCESSING AND PRIVACY

5.1 Data Processing and Privacy. (a) Intuit is the controller of the personal
information it processes about you when you use the Services and (b) You
acknowledge that Intuit will process your personal information as described in
our Global Privacy statement when you use our Services.

5.2. Each party will comply with its obligations under any data protection laws
applicable to the Services such as the General Data Protection Regulation of the
United Kingdom or the European Union. This includes that you have obtained and
transferred the personal information to us in compliance with your obligations.




5.3 Where you are located outside the United Kingdom and it is necessary to put
in place adequate measures to transfer internationally any personal information
arising from the Services, the relevant standard contractual clauses described
in Exhibit 1 will form part of this Agreement with you as the "data importer"
and us as the "data exporter". If conflict occurs between those standard
contractual clauses and other provisions in this Agreement, those standard
contractual clauses will prevail. This clause shall only apply where the
Services are provided by Intuit Limited from the United Kingdom. 
















6. CONTENT AND USE OF THE SERVICES

6.1 Responsibility for Content and Use of the Services.

 * Content includes any data, information, materials, text, graphics, images,
   music, software, audio, video, works of authorship of any kind, that are
   uploaded, transmitted, posted, generated, stored or otherwise made available
   through the Services ("Content"), which will include without limitation any
   Content that account holders (including you) provide through your use of the
   Services. By making your Content available through your use of the Services,
   you grant Intuit a worldwide, royalty-free, non-exclusive license to host and
   use your Content. Archive your Content frequently. You are responsible for
   any lost or unrecoverable Content. You must provide all required and
   appropriate warnings, information and disclosures. Intuit is not responsible
   for any of your Content that you submit through the Services.
 * You agree not to use, nor permit any third party to use, the Services to
   upload, post, distribute, link to, publish, reproduce, engage in, promote or
   transmit any of the following:

 1. Illegal, fraudulent, defamatory, obscene, pornographic, profane,
    threatening, abusive, hateful, harassing, offensive, inappropriate or
    objectionable information or communications of any kind, including without
    limitation conduct that is excessively violent, incites or threatens
    violence, encourages "flaming," trolling, insulting, or other prohibited
    behaviours towards others or criminal or civil liability under any local,
    state, federal or foreign law;
 2. Content that would impersonate someone else or falsely represent your
    identity or qualifications, or that constitutes or may constitute a breach
    of any individual’s privacy; is unfair or deceptive, or creates a safety or
    health risk to an individual or the public;
 3. Except as permitted by Intuit in writing, investment opportunities,
    solicitations, chain letters, pyramid schemes, other unsolicited commercial
    communication or spamming or flooding;
 4. Virus, trojan horse, worm or other disruptive or harmful software or data;
    and
 5. Any information, software or Content that you do not own or have the right
    to use without permission from the intellectual property rights owners
    thereof.

6.2 Restricted Use of the Services.

 * You shall not, and shall not permit any users of the Services 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 the Services or third party
   accounts, data, computers, systems or networks; (ii) interference with
   others’ use of the Services 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 this Agreement; (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 the Services 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.

6.3 Community Forums. The Services may include a community forum or other social
features to exchange Content and information with other users of the Services
and the public. Intuit does not support and is not responsible for the Content
in these Community Forums. Please use respect when you interact with other users
in the Community Forum. 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.

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

6.5 Intuit may monitor Content. Intuit may, but has no obligation to, monitor,
review or edit Content access to or use of the Services or Content. We may
disclose any information necessary 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, or disable any
Content, in whole or in part, that is alleged to be, or that we consider to be
unacceptable, undesirable, inappropriate, or in violation of this Agreement.

7. ADDITIONAL TERMS

7.1 Intuit does not give professional advice. Unless specifically included with
the Services, Intuit is not in the business of providing legal, financial,
accounting, tax, health care, real estate or other professional services or
advice. Consult the services of a competent professional when you need this type
of assistance.

7.2 We may tell you about other Intuit Services. You may be offered other
services, products, or promotions by Intuit ("Intuit Services"). Additional
terms and conditions and fees may apply. With some Intuit Services you may
upload or enter data from your account(s) such as names, addresses and phone
numbers, purchases, etc., to the Internet.

7.3 Communications. Intuit may be required by law to send you communications
about the Services or third party products. You agree that Intuit may send these
communications to you via email or by posting them on our websites.

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

7.5 Retention of records. You are responsible to retain, as required under any
applicable law or standard, all of your documents. Except to the extent required
by law, Intuit has no obligation to store, maintain or provide to you any
information or documents you provide to Intuit.










8. DISCLAIMER OF WARRANTIES

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

8.2 INTUIT, ITS AFFILIATES AND SUPPLIERS DISCLAIM ANY REPRESENTATIONS OR
WARRANTIES THAT YOUR USE OF THE SERVICES WILL SATISFY OR ENSURE COMPLIANCE WITH
ANY LEGAL OBLIGATIONS OR LAWS OR REGULATIONS.  INTUIT DOES NOT REPRESENT THAT
THE SERVICES AND/OR CONTENT WITHIN THE SERVICES IS APPROPRIATE OR AVAILABLE FOR
USE IN ALL JURISDICTIONS OR COUNTRIES. YOU ARE SOLELY RESPONSIBLE FOR ENSURING
THAT YOUR USE OF THE SERVICES AND ACCESS TO THE SERVICES IN YOUR JURISDICTION IS
IN ACCORDANCE WITH APPLICABLE LAW.

9. LIMITATION OF LIABILITY AND INDEMNITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE ENTIRE LIABILITY OF
INTUIT, ITS AFFILIATES AND SUPPLIERS FOR ALL CLAIMS RELATING TO THIS AGREEMENT
SHALL BE LIMITED TO THE AMOUNT YOU PAID FOR THE SERVICES DURING THE TWELVE (12)
MONTHS PRIOR TO SUCH CLAIM. SUBJECT TO APPLICABLE LAW, INTUIT, ITS AFFILIATES
AND SUPPLIERS ARE NOT LIABLE FOR ANY OF THE FOLLOWING: (A) INDIRECT, SPECIAL,
INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES; (B) DAMAGES RELATING
TO FAILURES OF TELECOMMUNICATIONS, THE INTERNET, ELECTRONIC COMMUNICATIONS,
CORRUPTION, SECURITY, LOSS OR THEFT OF DATA, VIRUSES, SPYWARE, LOSS OF BUSINESS,
REVENUE, PROFITS OR INVESTMENT, OR USE OF SOFTWARE OR HARDWARE THAT DOES NOT
MEET INTUIT SYSTEMS REQUIREMENTS. THE ABOVE LIMITATIONS APPLY EVEN IF INTUIT AND
ITS AFFILIATES AND SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES. THIS AGREEMENT SETS FORTH THE ENTIRE LIABILITY OF INTUIT, ITS
AFFILIATES AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO THE SERVICES AND ITS USE.
 NOTWITHSTANDING THE FOREGOING, NO PROVISION OF THIS AGREEMENT SHALL EXCLUDE OR
LIMIT LIABILITY TO THE EXTENT THAT SUCH EXCLUSION OR LIMITATION IS PROHIBITED BY
THE APPLICABLE LAWS OF ENGLAND AND WALES AND FOR THE AVOIDANCE OF DOUBT INTUIT
DOES NOT EXCLUDE LIABILITY FOR: (I) DEATH OR PERSONAL INJURY CAUSED BY ITS
NEGLIGENCE OR THE NEGLIGENCE OF ITS OFFICERS, EMPLOYEES, CONTRACTORS OR AGENTS;
(II) FRAUD OR FRAUDULENT MISREPRESENTATION; (III) ANY OTHER LIABILITY WHICH
CANNOT BE LAWFULLY EXCLUDED BY CONTRACTUAL AGREEMENT OF THE PARTIES.







You agree to indemnify and hold Intuit and its affiliates and Suppliers harmless
from any and all claims, liability and expenses, including reasonable attorneys'
fees and costs, arising out of your use of the Services or breach of this
Agreement or in all instance contemplated in Section 3.5 of Section A
(collectively referred to as "Claims"). Intuit reserves the right, in its sole
discretion and at its own expense, to assume the exclusive defense and control
of any Claims. You agree to reasonably cooperate as requested by Intuit in the
defense of any Claims.

10. CHANGES

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

11. TERMINATION

Intuit may, immediately, in its sole discretion and without notice, restrict,
deny, terminate this Agreement or suspend the Services, related or other
Services, effective immediately, in whole or in part, (i) if we determine that
your use of the Services violates the Agreement, or applicable Intuit policy, or
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, or (ii) such termination or suspension is necessary
to protect the integrity or availability of the Services or systems and comply
with applicable Intuit policy, or (iii) if you no longer agree to receive
electronic communications, or (iv) if your use of the Services conflicts with
Intuit’s interests or those of another user of the Services. Upon receiving
notice from Intuit that your use of the Services has been terminated you must
immediately stop using the Services and any outstanding payments will become
due. Any termination of this Agreement shall not affect Intuit’s rights to any
payments due to it. Intuit may terminate a free account at any time. Sections
2.2, 3 through 16 will survive and remain in effect even if the Agreement is
terminated.

12. EXPORT AND GLOBAL TRADE RESTRICTIONS

You agree that you and anyone who uses the Services, including the related
website, online services and mobile apps, are not prohibited from using the
Services under the laws and regulations of the United States, England, Wales,
European Union, a member state of the European Union or European Economic Area,
Singapore, Australia or other applicable jurisdictions. For example, you are not
on the U.S. Treasury Department’s list of Specially Designated Nationals, the
United Kingdom HM Treasury Financial Sanctions List, the European Union
Consolidated Financial Sanctions List, United Nations Security Council
Consolidated List, or are subject to any other similar prohibition promulgated
by a member state of the European Union or European Economic Area, Singapore,
Australia or other competent jurisdiction in which Intuit undertakes
business. or any other similar prohibition.







You acknowledge that the Services, including the mobile application, and the
underlying software may include U.S. technical data subject to restrictions
under export control laws and regulations administered by the United States
government. You agree that you will comply with these export control and
sanctions laws and regulations, and will not transfer or provide any part of the
Services or underlying software, in violation of these laws and regulations,
directly or indirectly.

13. GOVERNING LAW AND JURISDICTION

13.1. This Agreement and any non-contractual obligations arising out of or in
connection with it will be governed and construed in accordance with by the laws
of England and Wales.




13.2. Subject to its conflicts of law principles Sections 13.4, 13.5 and section
12.6 of Section B of these terms, the parties hereby submit to the exclusive
jurisdiction of the courts of England and Wales to settle any dispute arising
out of or in connection with this Agreement (including any dispute relating to
the existence, validity or termination of this Agreement or non-contractual
obligation arising out of or in connection with this Agreement).




13.3 Subject to Sections 13.4 and 13.5, the Parties agree that the courts of
England are the most appropriate and convenient forum to settle disputes in
accordance with Section 13.2 and the Parties hereby waive any right to object to
such proceedings on the basis of forum non being convenient.




13.4 Notwithstanding Section 13.2, 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. You agree that Intuit shall be entitled, in
addition to any other remedies available to it, you agree that Intuit shall be
entitled to seek (in any court, tribunal or similar juditial body of competent
jurisdiction, such relief (whether equitable or otherwise) as Intuit consider
appropriate and is available to prevent or restrain any breach or apprehended
breach by you or otherwise to protect Intuit’s rights.




13.5 You agree not to object to the preceedings described under section 13.4 on
any grounds, including on the basis of the forum not being convenient. You agree
not to bring any action or defense or seek any relief that would or could
prevent Intuit from commencing, bringing or continuing any legal or
administrative proceedings any manner permitted under under this Clause 13. To
the extend allowed by law, Intuit may take any concurrent proceedings in any
number of jurisdictions. 

14. COMPLIANCE WITH PRESERVATION ORDERS







We may preserve data where and to the extent required for compliance and with
any order or notice, whether issued to Intuit or to you, and whether issued by
any court, tribunal, regulatory authority, arbitral tribunal or any body or
authority exercising judicial, quasi-judicial, regulatory, or arbitral power or
authority, requiring the preservation of any data, information documents or
Content (a "Preservation Order"). To the extent that a Preservation Order has
been issued to you, you acknowledge that you are solely responsible for your
compliance with it.







15. LANGUAGE

Any translation of this Agreement is done for local requirements and in the
event of a dispute between the English and any non-English version, the English
version of this Agreement shall govern. In the event of a dispute the parties
confirm that they have requested that this Agreement and all related documents
be drafted in English.

16. GENERAL

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




PRODUCT SPECIFIC TERMS

Section B


Section B Rev 11122023




ADDITIONAL TERMS AND CONDITIONS FOR THE SERVICES

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.

Each of the following products and services are referred to in this agreement as
"Service" and together as “Services”:

 1. QuickBooks Online. QuickBooks Online (“QBO”) is an online solution for
    businesses to perform accounting and business tasks through an online
    account (each a “QBO Account”). Each QBO Account may only be used to support
    one business.
 2. QuickBooks Online Accountant. QuickBooks Online Accountant (“QBOA”) is an
    online solution for accountants, bookkeepers and other individuals or
    entities that provide accounting and other financial services to their
    clients. If you register for QBOA, you will be able to create and access new
    and existing QBO Accounts of your clients. QBOA also provides you with
    professional tools and access to our QuickBooks ProAdvisor Program, which is
    subject to separate terms and conditions.
 3. QuickBooks Online Certification Program. The QuickBooks Online Certification
    Program is an online training and certification service for professionals
    seeking to become proficient in QuickBooks.




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

2. SUBSCRIPTIONS AND USERS.

2.1 Types of Users. The Services allow the following types of access and user
rights: When you initially register for and create an account for a Service, you
are, or a party that you authorize is, the administrator ( “Administrator”).
Administrators may authorize additional individuals users to access the Services
through the same account, subject to limitations based on the subscription you
purchase (such users, “Additional Users”). Additional Users may include, for
example, your employees, accountant, contractors, agents, and clients. You may
be referred to in this Agreement as “you”, “your”, or “User”, or you may be
referred to specifically in your applicable role as an Additional User or an
Administrator. All Additional Users will be required to accept the Agreement
before accessing the Services. With respect to QBOA, including each QBO Account
you access, you agree to these terms as an Administrator or an Additional User,
as applicable. As any User of the Services, unless otherwise explicitly stated
in this Agreement, all of these terms apply to you each time you access the
Services. 

2.2 For Administrators. As an administrator the following applies to you. Only
Administrators may designate another individual as a replacement Administrator
and you are responsible for your Additional Users' access to the Services.
Depending on the types of access rights you grant to Additional Users,
Additional Users may be able to delete, copy, or view the Content and data
accessible in your account and add charges to the subscription. As
Administrator, you are responsible for the access to the Services you grant to
Additional Users. If you choose to close or terminate your access to a Service
or delete all of the data in a Service, Additional Users will no longer be able
to access such Services 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 the
Services. Any violation of the Agreement by any Additional User may result in
the termination of an Administrator’s or other Additional User’s access to the
Services. Additional Users may not have the same level of access or rights as an
Administrator. You warrant that you have obtained all necessary authorizations
from each Additional User to: (i) act as their agent in using the Services on
their behalf and you accept all liability arising from their use of the
Services; and (ii) allow Intuit to provide the Services.

2.3 For Additional Users.  As an Additional User, the following applies to you:
When you register to access an account for which you are not an Administrator,
you understand that you are accessing the Service as an Additional User and you
may not have the same level of access or the same rights as an Administrator.
Depending on the types of rights you are granted by the Administrator, you may
be able to delete, copy, or view other User’s Content and data. Please make sure
that you have an agreement with the Administrator about your role and rights. If
an Administrator chooses to close or terminate access to a Service, Additional
Users will no longer be able to access such Service or any of the Content within
such Service. As an Additional User, you understand that if you violate this
Agreement, your access to our Services may be terminated, and we retain the
right to also terminate access for any other Users of the same account.




3. SUBSCRIPTION

3.1. Payment for Services.

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




3.2. Subscription Cancellation.

The Administrator may notify us if he or she wants to cancel the subscription
prior the beginning of the new subscription period. In the event that Intuit is
unable to charge a User’s chosen payment method in accordance with this
Agreement, we may terminate this Agreement and access to the Services
immediately, without notice. If you stop using the Services, Intuit has
fulfilled your subscription term. Fees for the Services are not eligible for any
proration of unused subscriptions or refunds, even if access to the Services is
cancelled or terminated. After your access to the Services is terminated, you
may no longer have access to any of the data or Content in the Services. We
suggest you retain your own copies of any data or Content that you may need as
Intuit is not responsible for providing you with access to your Content or the
Services after any cancellation or termination of this Agreement. 




3.3. Additional Payment Terms.

Users outside the United Kingdom and European Economic Area: (i) Under this
Agreement, the payment processing services for goods and/or services purchased
on this website are provided by Intuit Limited; and (ii) In the event you choose
to pay with credit card and the payment will be processed via a European
Acquirer, these terms are an agreement between you and Intuit Limited.













4. TRIAL VERSION AND BETA FEATURES.

If you registered for a trial use of the Service ("Trial Period"), you must
decide to purchase a license to the Service, at the current rate, within the
Trial Period in order to retain any Content that you have entered through the
Services, created within the data file, posted or uploaded during the Trial
Period. If you do not purchase a license to the Services by the end of the Trial
Period, your Content will no longer be available to you. To be very clear, after
using the Service during the trial period, if you decide not to purchase the
license to the full version of the Service, you will not be able to access or
retrieve any of the data you added or created with the Services during the
trial.

From time to time, Intuit may, at its sole discretion, include new and/or
updated beta features ("Beta Features") in the Services for your use and which
permit you to provide feedback (fees may apply). You understand and agree that
your use of the Beta Features is voluntary and Intuit is not obligated to
provide you with any Beta Features. You understand that once you use the Beta
Features, you may be unable to revert back to the earlier non-beta version of
the same or similar feature. Additionally, if such reversion is possible, you
may not be able to return or restore data created within the Beta Feature back
to the earlier non-beta version. The Beta Features are provided on an "as is"
basis and may contain errors or inaccuracies that could cause failures,
corruption or loss of data and/or information from any connected device. You
acknowledge and agree that all use of the Beta Features is at your sole risk.
Intuit is under no obligation to develop, support, maintain or market the Beta
Features or to release production or general availability versions. Future
versions of the Beta Features, if any, may not be compatible with the current
release of the Beta Features.




5. PERMITTED DISCLOSURES AND USE OF DATA. You acknowledge and agree that in
order to provide you with access to and use of the Services, Intuit may provide
your access information and account data to (i) your employee or agent who is
identified in the registration data as the current system administrator for your
account (the "Current Administrator"), and (ii) such other employee or agent who
may be designated by you as a replacement administrator for the your account by
following the procedures required by Intuit to effectuate such replacement. Any
other person You identified as an authorized user of the Services will have
access to the account data subject to the access permissions you or the system
administrator assigned to them.

6. PERSONAL INFORMATION.

6.1 The terms "Controller," "Processor," "data subject," "personal data (also
referred to as Personal Information in the Agreement)" and "processing" (and
"process") shall have the meanings given in the Regulation 2016/679 of the
European Parliament and of the Council on the protection of natural persons with
regard to the Processing of Personal Data and on the free movement of such data
(General Data Protection Regulation).

6.2 GDPR. Sections 6.3 to 6.5 apply as follows:




(a) if you are established in the European Economic Area, then Sections 6.3 to
6.5 will apply;

(b) if you are established outside the European Economic Area but are subject to
the GDPR due to your processing of the Shared Data (as defined in Section 6.3),
then Sections 6.3 to 6.5 will apply but only regarding the Shared Data that
makes you subject to the GDPR;

(c) if you are established outside the European Economic Area and are not
subject to the GDPR, then Sections 6.3 to 6.5 will not apply.




6.3 Shared Data. "Shared Data" means personal data about anyone that is provided
by you to us under this Agreement, but excluding personal data about you if you
have entered into this Agreement as an individual. You further acknowledge and
agree that Intuit may provide data in your account to any Additional Users to
which that data is applicable or personal to you.










6.4 Public Content.

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

6.5 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. 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).

7. ACCESS TO YOUR FINANCIAL INSTITUTION SERVICES DATA.

7.1. General. In connection with your use of the Services and as part of the
functionality of certain versions of the Services, you may wish to have access
to your online account(s) and financial information, including your account
access number(s), password(s), security question(s) and answer(s), account
number(s), login information, and any other security or access information used
to access your financial institution(s) (collectively, your "FI Login Data") and
the data made available by your financial institutions(s) with such data, which
may include bank balances, transaction activity, credit card charges, debits and
deposits, and any messages or notices between you and the financial
institution(s) ("FI Account Data"). The Services are designed to allow you to
access and download your FI Account Data through the Services, to allow Intuit
to access your financial institution account(s) using your FI Login Data, to
allow Intuit to download and use your FI Account Data, and to allow Intuit to
aggregate and combine your FI Account Data with other data. If you lose or
forget your user name or password, it will be necessary for you to return to the
appropriate financial institution if you have any problems with respect to that
user name or password.

You acknowledge and agree that except as set forth this Agreement, Intuit has no
control over your FI Login Data and no control over the access to your FI
Account Data, does not guarantee that you will be able to use the Services with
your financial institution(s), and will have no liability whatsoever for any
actions or inactions on the part of the financial institution(s) resulting in
your inability to use the Services to access your accounts, obtain data,
download transactions, or otherwise use or access your FI Account Data.

7.2. Collection of FI Login Data and FI Account Data. By agreeing to these terms
and conditions, you:

7.2.1 acknowledge that in accessing your financial institution account(s)
through the Services, your FI Login Data and FI Account Data may be collected,
converted, stored in encrypted form and used by Intuit in the United States for
the purpose of providing the Services;

7.2.2 authorize Intuit to (i) collect and store in encrypted form your FI Login
Data, (ii) access the financial institution(s)’ websites using your FI Login
Data, from time to time; (iii) download and store your FI Account Data; (iv)
reformat and manipulate your FI Account Data; (v) create and provide hypertext
links to your financial institution(s) FI Account Data; (vi) enhance the type of
data and services we can provide to you in the future, and (vii) take such other
actions as are reasonably necessary to perform the actions described in this
Agreement as it relates to your use of the Services;

7.2.3 hereby represent that the financial institution(s)’ account(s) and FI
Login Data belong to you, you have the right to use the FI Login Data and FI
Account Data as set out above and that you have the authority to appoint, and
hereby expressly do appoint, Intuit as your agent with all necessary power and
authority to use your FI Login Data and to access and retrieve your FI Account
Data, as described above, on your behalf;

7.2.4 acknowledge that Intuit does not review your FI Account Data and agree
that Intuit is not responsible for its completeness or accuracy;

7.2.5 acknowledge that any transactions or informational activities performed at
any financial institution(s)’ website are not made through the Services and
Intuit assumes no responsibility for any such transactions or activities; and

7.2.6 acknowledge that you are solely responsible for any charges, fees or costs
associated with your financial institution account(s) when accessed through the
Services by you or by Intuit.

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

8. ONLINE DATA TRANSFER (NOT APPLICABLE TO VERSIONS THAT DO NOT INCLUDE ACCESS
TO THE ONLINE DATA TRANSFER FEATURE).

You may have the option for Intuit to transfer your data files from the Services
in order to facilitate certain interoperability, data integration, and data
access between the Services and certain supported ancillary services (the
"Ancillary Services") you may sign up for and use in connection with the
Services (the "Online Data Transfer"). In order for you to select the Online
Data Transfer option, you must (i) have registered select versions of the
Services, (ii) have Internet access, (iii) have an active subscription to the
Services; and (iv) and may need to be an active subscriber to the Ancillary
Services. If you select the Online Data Transfer option, a copy of all or part
of your company data files will be transferred via the Internet to Intuit’s
servers; where you grant Intuit the right and license to (i) host and maintain
your data, (ii) use and transfer your data to the Ancillary Services and (iii)
reformat and manipulate your data as reasonably necessary for the data to
function with the Ancillary Services. Your original data files will remain in
the Services. If you sign up for any Ancillary Services that support Online Data
Transfer, you will have the option to request that Intuit send your data to any
of those supported Ancillary Services. If a supported Ancillary Service is
provided by a third party, you authorize Intuit to transfer your data to and
from the third party provider to enable provision of the Ancillary Services to
you. Intuit will support and maintain the data transfer service as part of the
Services. You agree that the third party provider may transfer your data from
the Ancillary Service to Intuit, and that, Intuit may use such data subject to
the terms of this Agreement. You agree and acknowledge that Intuit has no
control over any third party provider or any third party Ancillary Services.
Your use of the Ancillary Service is subject to additional third party terms and
conditions. Please carefully review their terms and conditions, including
privacy policy. If you do not agree with their terms and policies, you should
not use or access the third party Ancillary Service and you should not authorize
the Online Data Transfer to the third party Ancillary Service.

9. SERVICE USE, STORAGE AND ACCESS. Intuit shall have the right, in its sole
discretion and with reasonable notice posted on an Intuit website and/or sent to
you at the Current Administrator’s email address provided in the Registration
Data, to revise, update, or otherwise modify the Services and establish or
change limits concerning use of the Services, temporarily or permanently,
including but not limited to (i) the amount of storage space you have on the
Services at any time, and (ii) the number of times (and the maximum duration for
which) you may access the Services in a given period of time. Intuit reserves
the right to make any such changes effective immediately to maintain the
security of the system or User Access Information or to comply with any laws or
regulations, and to provide you with electronic or written notice within thirty
(30) days after such change. You may reject changes by discontinuing use of the
Services to which such changes relate. Your continued use of the Services will
constitute your acceptance of and agreement to such changes. Intuit may, from
time to time, perform maintenance upon the Services resulting in interrupted
service, delays or errors in the Services. Intuit will attempt to provide prior
notice of scheduled maintenance but cannot guarantee that such notice will be
provided.
















10. CANCELLATION. Upon cancellation you will be able to access the Services only
through the end of the subscription term, as specified in the product or product
program pages. After the subscription term ends, you will not have any access to
the Services. There are no refunds upon cancellation. Please follow product
instructions to cancel your account.

11. QUICKBOOKS ONLINE INTERNATIONAL CERTIFICATION PROGRAM. “QuickBooks Online
International Certification Program” offers access to “Learning Courses” and
“Certification Exams” to improve QuickBooks proficiency. Learning Courses
include interactive learning programs, including videos and learning
curriculums. Certification Exams include QuickBooks knowledge assessments. The
QuickBooks Online International Certification Program is for accountants,
bookkeepers, and other individuals or entities that provide accounting and other
financial services to their clients.

QuickBooks Online International Certification Program offers a “QuickBooks
Certification Badge” and a “QuickBooks Certificate of Completion” to individuals
who have demonstrated their proficiency in the topics covered by the
Certification Exams by successfully completing the testing requirements.
Successful completion of a Certification Exam means that you have passed an
online, open-book exam administered by Intuit which covers various
QuickBooks-related topics. Those that successfully complete a Certification Exam
may be licensed to use the QuickBooks Certification Badge and the QuickBooks
Certificate of Completion (“Certification Badge and Certificate”) as set forth
by this Agreement and the Trademark Restrictions (see below).

11.1 Disclaimer of Relationship. Except as described in this Agreement, nothing
in these Terms or otherwise with respect to your participation in any Services
establishes any relationship between you and Intuit. You agree not to
misrepresent your relationship with Intuit or your level of skill and knowledge
related thereto.

11.2 Enrollment. The QuickBooks Online International Certification Program
(“Program”) is open only to legal residents of the country supporting the
applicable Program (the “Territory”). You certify that the information supplied
to participate in the Services is true and correct. The information is for the
express use of Intuit and the mere enrollment in the Services does not
constitute certification or endorsement by Intuit. You understand that Intuit
reserves the right to discontinue any enrollment and subsequent completion of
the Services that do not meet the criteria for participation, and that such
criteria shall be determined from time to time in Intuit’s sole discretion.

11.3 Testing Requirements.

11.3.1. Completion of a Certification Exam. Successful completion of a
Certification Exam means that you have achieved the minimum required passing
score for a Certification Exam, within the time period noted in this section,
and comply with all other requirements in this Agreement or otherwise
communicated to you by Intuit. You will be able to take the exam up to three (3)
times during a thirty (30) day period. A grade of 80% or higher is considered
passing the Certification Exam and Intuit reserves the right to immediately
rescind and/or cancel any Certification Badge and Certificate at its sole
discretion, including where completion of the testing requirements was done
through unauthorized or unethical means. You acknowledge that Intuit has the
right, in its sole discretion, to change at any time the requirements for
obtaining or maintaining a Certification Badge and Certificate.

11.3.2 Learning Courses. You acknowledge that Intuit has the right, in its sole
discretion, to change at any time the Learning Courses.

11.3.4 No Transfer. Your status and any license to use the Certification Badge
and Certificate are personal to you and neither may be transferred nor assigned
to any other person or entity.

11.3.5 Requirements and Restrictions. 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 Program; and (3) to use best
efforts to resolve any complaints or disputes with your clients regarding your
services in a fair and timely manner. You are required to comply with the
following requirements and restrictions:

 * You must take the exam independently, without any assistance from another
   person.
 * You must not solicit or allow another person to take the exam on your behalf.
 * You must not reproduce, use, or disclose any of the exam content in any form
   (eg. digital, print, verbal) to anyone before, during, or after testing.
 * You must not offer to sell, publish, display, distribute, disclose, or
   reproduce any part of the exam content, by any means.

11.4 No Academic or Licensing Credit. Participation in or completion of the
Learning Courses and Certification Exams do not confer any academic credit.
QuickBooks Online International Certification is not a business degree or an
accredited program, it does not satisfy continuing education requirements,
federal or state regulations, or registration or licensing requirements. Intuit
has no obligation to have the Services recognized by any educational institution
or accreditation organization. 

11.5 Protection of Interest

11.5.1 Acknowledgment of Rights. You acknowledge Intuit’s exclusive rights in
all of its trademarks, trade names, logos (including, without limitation, the
QuickBooks Certification Badge and Certificate) 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.

11.5.2 Enforcement. In the event you become aware of any unauthorized use of the
Intuit Marks by a third party, you should promptly notify Intuit in writing, and
shall cooperate fully, at Intuit’s expense, in any enforcement of Intuit’s
rights against such third party.

11.6 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 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. You agree not to use or display any materials or
content in your 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 your account at our sole
discretion.

11.7 License Grant and Limitations on License Grant.

11.7.1 License Grant. Subject to your obtaining and maintaining an QuickBooks
Certification Badge and Certificate 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 Certification Badge and Certificate 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.

11.7.2 Limitations on License to Use the Certification Badge and
Certificate. The Certification Badge and Certificate may not be used for any
other purpose or in any manner other than as described in the Trademark
Restrictions in this Agreement. In addition, if at any time Intuit requests that
you discontinue using the Certification Badge and Certificate and/or substitute
a new or different badge of completion, you will immediately cease use of the
discontinued Certification Badge and Certificate and cooperate fully with Intuit
to ensure that all legal obligations have been met with regard to ceasing use of
the Certification Badge and Certificate. 

11.7.3 NOTWITHSTANDING ANYTHING IN THE AGREEMENT TO THE CONTRARY, INTUIT HAS THE
RIGHT TO REVOKE, NOT TO GRANT, OR NOT TO RENEW YOUR STATUS AND/OR YOUR LICENSE
TO USE THE CERTIFICATION BADGE AND CERTIFICATE IF INTUIT DETERMINES IN ITS SOLE
DISCRETION THAT YOUR USE MAY ADVERSELY AFFECT INTUIT IN ANY WAY. 

11.7.4 Term. Rights and obligations shall commence on the date you successfully
complete a Certification Exam and obtain an Certification Badge and Certificate
directly from Intuit and will terminate upon your loss or termination of
Certificate Badge and Certificate status or upon termination of the Services.

11.7.5 Termination by Intuit. Without prejudice to any rights it may have under
this Agreement or in law, equity, or otherwise, Intuit may terminate a
Certification Badge and Certificate under this Agreement immediately upon the
occurrence of any one or more of the following events, at Intuit’s sole
discretion:

 * You fail to keep current/maintain your certified status by not taking the
   Certification Exam within the required time frame;
 * You fail to perform any of your obligations under this Agreement, including,
   without limitation, the terms related to the Trademark Restrictions;
 * 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;
 * 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 Certification Badge and/or Certificate by you causes Intuit, in its sole
   judgment, to believe that Intuit or its reputation may be adversely affected;
   or
 * You resell and/or distribute the Services provided to you by Intuit in
   violation of this Agreement.
 * You publicly discuss the Certification Exam questions or answers.
 * Intuit has reason to believe that you cheated on the Certification Exam.
 * Intuit discovers any information that would have precluded you from obtaining
   a Certification Badge and Certificate, including but not limited to the
   submission of false ID credentials, or dishonesty during the course of exam
   testing.
 * Your employment with Intuit has been terminated as a result of an
   investigation for violating Intuit’s policies.

11.8 Trademark Usage Restrictions. All approved uses of the Certification Badge
and Certificate must conform to the following usage restrictions (“Trademark
Restrictions”):

11.8.2 Approved Usage. Licensee(s) who are granted a limited license to use the
Certification Badge and Certificate may use it solely for the purposes of
notifying clients or prospective employers of the Licensee(s) successful
completion of a Certification Exam. No other use is permitted. Users who have
passed a Certification Exam, have obtained an active Certification Badge and
Certificate which are active and in good standing may use the Certification
Badge and Certificate for the Approved Purpose only in the following instances:
Professional profiles, websites, or resumes solely to indicate the completion of
the Certification Exam. All such Approved Materials must separately contain your
own name in a size that must be at least as large as theCertification Badge and
Certificate. 

11.8.3 Expiration. Once a Certification Badge and Certificate has expired you
must remove the Certification Badge and Certificate from any and all materials.
An Certification Badge and Certificate expires one (1) year from issuance,
unless you take and successfully complete the Certification Exam again.

11.8.4 No Use in Direct Business Source Identifiers. 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.

11.8.5 No Use of Intuit Company Trade Name, Trademark, or Company Logo. 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
10.8.6 below.

11.8.6 Appropriate Ownership Legends Must Be Used. The appropriate ownership
“legend” must be displayed at least once in any materials where the
Certification Badge or Certificate appears. Such legend should generally read as
follows: “QuickBooks and the QuickBooks Certification Badge are trademarks
and/or service marks of Intuit Inc., used with permission.” 

11.8.7 Design Requirements. When reproducing the Certification Badge or
Certificate, the only modification that is allowed is to resize the
Certification Badge or Certificate 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 is permitted. The
Certification Badge or Certificate 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 Certification
Badge or Certificate surrounding it on all sides in every instance where
it appears. The proportion of the Certification Badge or Certificate should
remain consistent. Stretching, condensing, distorting or otherwise altering the
is prohibited. The Certification Badge or Certificate may not be placed on
backgrounds with insufficient contrast, photos or illustrations, strong
patterns, or texture

11.8.7 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.

11.9 Program Term. The Program shall commence on enrollment and will continue,
until and unless terminated as set forth in this Agreement (“Term”).

11.9.1 Default and Termination. Intuit or you may terminate your 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 your enrollment in the Program for cause effective
immediately and without notice in the event that: (i) Intuit determines in its
sole discretion that you have behaved unprofessionally or otherwise unacceptably
towards any Intuit employees, contractors, or sales, customer service, or
technical support agents; (ii) Intuit has received negative feedback about you;
(iii) you fail to perform any of your 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 you do not meet the criteria for enrollment in the
Program, or any other requirements, as determined by Intuit from time to time;
(v) you commit a felony; (vi) Intuit has reason to believe you have engaged in
an unlawful business practice; or (vii) you engage in any conduct or proposed
conduct that exposes or threatens to expose Intuit to any liability or
obligation, including any obligation under federal, state or local law. or
(viii) your employment with Intuit has been terminated as a result of an
investigation for violating Intuit’s policies 

11.9.2 Effect of Termination. Upon expiration or termination, regardless of the
reason thereto: (a) all privileges and benefits of the Program will be
immediately revoked; (b) you shall immediately cease use of the name “QuickBooks
Certified” and any other permitted uses of trademarks, names or terms provided
to you under this Agreement. You shall also discontinue representing in all
instances and locations (e.g., on materials, website, etc.) that you are
enrolled in the Program; (c) you 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 Certification Badge and Certificate)
will immediately and automatically terminate; and (e) you shall immediately
cease use of the Certified Badge Certificate and shall discontinue representing
that you are QuickBooks Certified or make any other unauthorized statement
regarding such status.

12. SOCIAL MEDIA SITES. Intuit may provide experiences on social media platforms
such as Facebook®, Twitter® and LinkedIn® that enable online sharing and
collaboration among anyone who has registered to use them. Any content you post,
such as pictures, information, opinions, or any Personal Information that you
make available to other participants on these social platforms, is subject to
the Terms of Use and Privacy Policies of those platforms. Please refer to those
social media platforms to better understand your rights and obligations with
regard to such content.

13. THIRD PARTY PRODUCTS AND SERVICES. Intuit may tell you about third party
products or services, including via the Service. Intuit may offer products and
services on behalf of third parties who are not affiliated with Intuit ("Third
Party Products") and/or provide access or 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 solely responsible for your selection, review of separate
product terms, website terms and privacy policies. Intuit is not affiliated with
these Third Party Products or Third Party Sites and does not endorse or
recommend Third Party Products even if such products are marketed or distributed
via our products, website or associated with Intuit in any way. You agree that
the third parties, and not Intuit, are solely responsible for the Third Party
Product’s performance (including technical support), the content on their
websites and their use or disclosure of your data. Intuit will not be liable for
any damages, claims or liabilities arising from the third parties, Third Party
Products or Third Party Sites.

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

14. ACCOUNT INFORMATION SERVICES

14.1 Users of QBO and QBOA Services may opt to use Account Information Services
to automatically import transaction and other information ("transaction
information") into the relevant QBO Account as an alternative to you manually
entering this transaction information.

14.2 The Account Information Services as described in section 14 are provided to
you:

14.2.1 If you are accessing or using Account Information Services from a member
state of the European Economic Area: Intuit France SAS, a joint-stock company
(société par actions simplifié), whose registered office is located at Suite
516, 7 Rue Meyerbeer, 75009 Paris and which is registered under number 802 640
292 at the Paris Trade and Companies. Intuit France SAS is authorised as an
account information services provider (REGAFI identifier 88940, bank code 17388)
by the Prudential Supervision and Resolution Authority (ACPR) of the Banque de
France (French Central Bank). Intuit France SAS is included on the list of
institutions authorised to carry out their activities in France, as published on
the dedicated website of the ACPR: www.regafi.fr. The ACPR's head office is
located at 4 Place de Budapest – 75436 Paris.










14.2.2 If you are accessing or using Account Information Services from anywhere
outside of the European Economic Area: Intuit Limited, whose registered office
is located at Cardinal Place, 80 Victoria Street, London, SW1E 5JL, England.
Intuit Limited is registered with the Financial Conduct Authority under the
Payment Service Regulations 2017 (FRN: 792934) for the provision of Account
Information Services.







14.3 Account Information Services allows you to connect certain bank or other
payment accounts you hold ("account") with your QBO Account to automatically
import transaction information from that account. You can choose whether to
connect with your bank account using the direct feed option or the web feed
option.

(a)  For the direct feed option, you will be required to complete either a
customer authority form or follow your bank’s authentication process which
instructs your bank (or other financial institution) to share transaction
information with Intuit France SAS or Intuit Limited, as applicable. Your bank
(or other financial institution) may request that you authorise this by
completing its own authority as well or instead. Once authorised, your bank will
provide Intuit France SAS or Intuit Limited, as applicable with transaction
information. You hereby acknowledge that Intuit France SAS and Intuit Limited,
as applicable will receive this information more than four times a day.







(b) For the web feed option we will request your online banking security
credentials. Once we connect to your bank, our product downloads your
transaction information automatically and securely. Each time you sign-in to
your QBO Account, we will use your stored online banking credentials to connect
to your bank and download your transaction information so that you have the
latest information. You may be required to submit additional credentials, such
as from multi-factor authentication devices.

(c) We will process the transaction information obtained from your bank and
present this to you via your QBO Account and, where relevant, any Additional
Users that have been granted access to your QBO Account in accordance with
clause 19 or, if you have granted your accountant access to your QBO Account via
QBOA, your accountant or financial advisor.

14.4 In addition to the services described in section 14.3:

14.4.1 If section 14.2.1 applies and Intuit France SAS is your account
information services provider: Intuit France SAS may engage with Intuit Limited
to procure data from one or more accounts, for example if the account or account
provider is in the UK. In such circumstances, you consent to Intuit France SAS
engaging Intuit Limited to interact with Intuit France SAS and financial
institutions in this way and to Intuit Limited receiving, holding, retrieving
and processing your data and transferring it to Intuit France SAS so that Intuit
France SAS may provide you with Account Information Services. In this situation,
only Intuit France SAS is responsible for or provides Account Information
Services to you and only Intuit France SAS has a customer relationship with you;
and




14.4.2 if section 14.2.2 applies and Intuit Limited is your account information
services provider: Intuit Limited may engage with Intuit France SAS to procure
data from one or more accounts, for example if the account or account provider
is in the European Economic Area. In such circumstances, you consent to Intuit
Limited engaging Intuit France SAS to interact with Intuit Limited and financial
institutions in this way and to Intuit France SAS receiving, holding, retrieving
and processing your data and transferring it to Intuit Limited so that Intuit
Limited may provide you with Account Information Services. In this situation,
only Intuit Limited is responsible for or provides Account Information Services
to you and only Intuit Limited has a customer relationship with you.




14.5 If you have a complaint relating to the Account Information Services you
can contact us by email at QBOCareComplaints@intuit.com.

14.6  If your complaint relates to Account Information Services:



















14.6.1 If section 14.2.1 applies and Intuit France SAS is your account
information services provider: If your complaint concerns Account Information
Services, we will do our best to respond within a maximum of fifteen (15)
working days starting from the date we receive your complaint. In exceptional
cases, if we cannot respond within the fifteen (15) working days for reasons
outside of our control, we will send you a holding response setting out clearly
the additional time necessary to respond to your complaint and telling you when
you can expect to receive our final response. In any event, you will receive a
final response no later than thirty-five (35) working days following receipt of
your original complaint.You will be kept regularly informed of the progress of
the processing of your complaint. If you remain dissatisfied with the outcome of
your complaint concerning Account Information Services, you can contact at no
cost the Médiateur de l’Association des Établissements de Paiement et de Monnaie
Électronique (AFEPAME), by post at 36 rue Taitbout – 75009 Paris. Additional
means of contact with AFEPAME can be found on the following webpage -
https://www.afepame.fr/contact/. You can also use the European Online Dispute
Resolution service (ODR) which is accessible here:
http://ec.europa.eu/consumers/odr/

14.6.2 If section 14.2.2 applies and Intuit Limited is your account information
services provider: if we do not resolve your complaint to your satisfaction, or
if we do not respond to your complaint on time, you may be able to refer it to
the UK Financial Ombudsman Service. If your complaint concerns Account
Information Services, we will do our best to respond within a maximum of fifteen
(15) working days starting from the date we receive your complaint. In
exceptional cases, if we cannot respond within the fifteen (15) working days for
reasons outside of our control, we will send you a holding response setting out
clearly the additional time necessary to respond to your complaint and telling
you when you can expect to receive our final response. In any event, you will
receive a final response no later than thirty-five (35) working days following
receipt of your original complaint. 

You can contact the UK Financial Ombudsman by telephone on: from inside the
UK: 0300 123 9123 or 0800 023 4567; from other countries: +44 20 7964 0500; by
post at The Financial Ombudsman Service, Exchange Tower, London E14 9SR; or by
email: complaint.info@financial-ombudsman.org.uk. The UK Financial Ombudsman
Service is also available in a number of different languages and if you need it
you will be put in touch with a translator when you contact the UK Financial
Ombudsman Service. You can obtain further information regarding the Financial
Ombudsman Service at https://www.financial-ombudsman.org.uk/. 




14.6.3 All complaints that do not concern Account Information Services or which
otherwise do not fall within the jurisdiction of the UK Financial Ombudsman
Service or the mediator in accordance with this section 14.6 shall be subject to
the exclusive jurisdiction of the courts of England and Wales or such other
court, tribunal or similar judicial body of competent jurisdiction in accordance
with section 13 of Section A. Intuit expressly disclaims your ability to resolve
disputes before any other forum or ombudsman service.

14.6.4 You acknowledge and agree that Intuit can, at its own discretion, block
your account in case of any risk or event that can affect the security of your
credentials or of your account content, Intuit will use reasonable efforts to
promptly it being specified that you will be inform you of such an event. as
soon as possible in case such action has been taken.

14.7 Please see Intuit's Global Privacy Statement for more information on how
your data is handled, including in the context of Account Information Services.




In the event of any conflict with any other provision of this Agreement, the
provisions of this Section 14 shall prevail as regards the provision of the
regulated activity of Account Information Services.

14.8 The Agreement related to the provision of Account Information Services is
entered into for an indefinite period of time. It shall enter into force as from
the time you agree to it.
















15. COUNTRY SPECIFIC TERMS

In the event of a conflict between the terms of general Terms of Service and the
Country Specific Terms, the Country Specific Terms shall apply: Notwithstanding
any to the contrary above, if you are accessing or using the Services in the
following countries, you also agree to the following:

MALAYSIA

Consumer Protection Act 1999 ("CPA"). Notwithstanding governing law of this
Agreement being that of the Laws of England and Wales, such choice of law will
not deprive a business or consumer in Malaysia of the mandatory protection
afforded to them by the Malaysian Consumer Protection Act 1999 ("CPA").

NEW ZEALAND

Affiliate Definition. An "Affiliate" means a Related Company as defined in
section 2(3) of the Companies Act 1993 (read as if the expression "company" in
that subsection included any body corporate of any jurisdiction).

New Zealand Consumer Guarantees Act 1993. The New Zealand Consumer Guarantees
Act 1993 does not apply.

Contracts (Privity) Act 1982. For the purposes of the Contracts (Privity) Act
1982, Intuit’s affiliates and subsidiaries are third party beneficiaries and
shall be entitled to enforce the terms of this Agreement against you but any
changes may be made to this Agreement by Intuit without their consent.


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