INTUIT TERMS OF SERVICE

A.  INTUIT GENERAL TERMS OF SERVICE.  Thank you for selecting the Services offered by Intuit Inc. or one of its Affiliates (referred to as “Intuit,” ”we,” “our,” or “us”) on this website. Please review these Terms of Service (“Agreement”) thoroughly. This Agreement is a legal agreement between you and Intuit. By clicking “I AGREE,” indicating acceptance electronically, accessing or using the Services, you agree to these terms. If you do not agree to this Agreement, then do not indicate acceptance of the Agreement, and do not use the Services.

1.     AGREEMENT

1.1 This Agreement describes the terms governing your use of the Intuit online services provided to you on this website, including content, updates and new releases, (collectively, the “Services”). It includes by reference:

1.2 An “Affiliate” means all Intuit companies and subsidiaries that directly or indirectly, control or are controlled by Intuit, or are under the common control with Intuit. As used in this Agreement, control means equity ownership of fifty percent (50%) or greater interest in the voting shares held by an entity.

2.     YOUR RIGHT TO USE THE SERVICES AND RESTRICTIONS

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 Intuit reserves all rights of ownership in the Services not granted to you in writing here. As long as you meet any applicable payment obligations and comply with this Agreement, Intuit grants to you a personal, limited, nonexclusive, nontransferable right (except as expressly stated herein) to use the Services that is valid only for the period of use provided in the ordering and activation terms, and only for the purposes described by Intuit on the website for the Services.

 

2.2 You agree not to use the Services or content on this website in a manner that violates any applicable law, regulation or this Agreement. For example, unless authorized by Intuit in writing, you agree you will not:

 

If you violate any of these terms, this Agreement and your right to use the Services may be terminated by Intuit in its sole discretion.

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

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

b.     You must pay with one of the following:

(1)   A valid credit card acceptable to Intuit;

(2)   A valid debit card acceptable to Intuit;

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

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

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

d.     Intuit will automatically renew your monthly or annual Services at the current rates, unless the Services are cancelled or terminated under this Agreement.

e.     Additional cancellation or renewal terms may be provided to you on the website for the Services.

4.  TRIAL PERIOD.  If you registered for a trial use of the Services ("Trial Period"), you must decide to purchase the Services within the Trial Period in order to retain any Content (defined in Section 6) that you have posted or uploaded during the Trial Period. If you do not purchase the Services by the end of the Trial Period, your Content will no longer be available to you, and Intuit will not be responsible for any of it.  To be very clear, after using the Services during the trial period, if you decide not to purchase the full version of the Services, you will not be able to access or retrieve any of the data you added/created during the trial.

5.  YOUR PRIVACY AND PERSONAL INFORMATION.  You can view Intuit’s Privacy Statement on the website, or via a link on the website for the Services you have selected. You agree to be bound by the applicable Intuit Privacy Statement, subject to change in accordance with its terms.  Most importantly, you agree: 

6.  CONTENT

6.1 You are responsible for your content. You are legally responsible for all information, data, text, software, music, sound, photographs, graphics, video, messages or other materials ("Content") uploaded, posted or stored through your use of the Services. You grant Intuit a worldwide, royalty-free, non-exclusive license to host and use the Content in order to provide you with the Services. You agree not use the Services for any illegal purpose or in violation of any applicable local, state, federal or international law. You are encouraged to archive your Content regularly and frequently. You are responsible for any Content that may be lost or unrecoverable through your use of the Services.  You must provide all required and appropriate warnings, information and disclosure.  You agree that you will not use the Services to share, store, or in any way distribute financial data that is not in accordance with the law. Any users suspected of having information which involves fraud, embezzlement, money laundering, insider trading, support for terrorism, or any other activity proscribed by law may have their accounts terminated, 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:

a.     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;

b.     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);

c.     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;

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

e.     Any information, software or Content which is not legally yours and may be protected by copyright or other proprietary right, or derivative works, without permission from the copyright owner or intellectual property rights owner.

6.2 Community forums.  The Services may include a community forum to exchange information with other users of the Services and the public. Please use respect when you interact with other users. Intuit does not support and is not responsible for the accuracy of others’ content in these community forums. Do not reveal information in the community forum that you do not want to make public. Users may post hypertext links to content hosted and maintained by third parties for which Intuit is not responsible.

6.3 Intuit may freely use feedback you provide. You agree that Intuit may use your feedback, suggestions, or ideas in any way, including in future modifications of the 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.

6.4 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.

7.  ADDITIONAL TERMS YOU AGREE TO

7.1 Intuit does not give professional advice.  Intuit is not in the business of providing legal, financial, accounting, 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, 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.

7.3 We may tell you about third party products or services. Subject to the Intuit Privacy Statement, 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”) and you agree that Intuit can use your contact information, including name and address, for the purpose of offering these products to you. 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 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.

7.4 Communications choices.  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 one of our sponsored websites, such as smallbusiness.intuit.com. If you later decide that you do not want to receive future Communications electronically, please review the Privacy statement provided on the on the Services website to review your communications choices.

7.5 You will track your passwords and accept updates.  You are responsible for securely managing your password(s) for access to the Services. If you become aware of any unauthorized access to your Services account, theft or loss of your password, you agree to contact Intuit as soon as possible.  The Services may periodically be updated with tools, utilities, improvements, third party applications, or general updates to improve and enhance the features and performance of the Services. You agree to receive these updates automatically as part of the Services.

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 THIRD PARTY SERVICE OR DATA PROVIDERS, LICENSORS, DISTRIBUTORS OR SUPPLIERS (COLLECTIVELY REFERRED TO AS, “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 OR 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. IF THE EXCLUSIONS FOR IMPLIED WARRANTIES DO NOT APPLY TO YOU, ANY IMPLIED WARRANTIES ARE LIMITED TO 60 DAYS FROM THE DATE OF PURCHASE OR DELIVERY OF THE SERVICES, WHICHEVER IS SOONER.

8.2 INTUIT AND 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. THIS DISCLAIMER APPLIES TO BUT IS NOT LIMITED TO THE HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT OF 1996 ("HIPAA"), THE GRAMM-LEACH-BLILEY ACT OF 1999, THE SARBANES-OXLEY ACT OF 2002, OR OTHER FEDERAL OR STATE STATUTES OR REGULATIONS. YOU ARE SOLELY RESPONSIBLE FOR ENSURING THAT YOUR USE OF THE SERVICES 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, AND ITS AFFILIATES AND SUPPLIERS FOR ALL MATTERS OR 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 AND 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 your use of the Services or breach of this Agreement (collectively referred to as “Claims”). Intuit reserves the right, in its sole discretion and at its own expense, to assume the exclusive defense and control of any Claims. You agree to reasonably cooperate as requested by Intuit in the defense of any Claims.

10.  CHANGES TO THIS AGREEMENT OR THE SERVICES.  We may change this Agreement from time to time, and the changes will be effective when posted on our website for the Services or when we notify you by other means. Please review the Agreement periodically on this website for changes. We have the right to change any of the terms of this Agreement upon reasonable notice to you.  We may also change or discontinue the Services, in whole or in part, including but not limited to, the Internet based services, pricing, technical support options, and other product-related policies. Your continued use of the Services after Intuit posts or otherwise notifies you of any changes, indicates your agreement to the changes.

11.  TERMINATION.  Intuit may immediately and without notice terminate this Agreement or suspend the Services provided to you, if you fail to comply with these terms or if you no longer agree to receive electronic communications (see Section 7.4).  Upon termination 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. Other requirements regarding termination or cancellation of the Services may apply based on the specific ordering terms for the Services provided to you.  Sections 1.2, 5, 8 through 15 will survive and remain in effect even if the Agreement is terminated, cancelled or rescinded.

12.  EXPORT RESTRICTIONS.  You acknowledge that this website, the Services, and the underlying software may include U.S. technical data subject to restrictions under export control laws and regulations administered by the United States government.  You agree that you will comply with these laws and regulations, and will not export or re-export the Services, or any part of the Services, in violation of these laws and regulations, directly or indirectly. You also agree not to provide access to any part of the Services to anyone who you have reason to know may use the Services in the development of nuclear, chemical, or biological weapons.

13.  GOVERNING LAW AND JURISDICTION.  California state law governs this Agreement without regard to its conflicts of laws provisions. To resolve any legal dispute arising from this Agreement, you and Intuit agree to the exclusive jurisdiction of state courts in Santa Clara County, California U.S.A. or federal court for the Northern District of California.  Intuit does not represent that information on the website for the Services is appropriate or available for use in all countries.  Intuit prohibits accessing materials from countries or states where contents are illegal.  You are accessing this website on your own initiative and you are responsible for compliance with all applicable laws.

14.  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. The parties hereby confirm that they have requested that this Agreement and all related documents be drafted in English. Les parties ont exigé que le présent contrat et tous les documents connexes soient rédigés en anglais.

15. GENERAL.  This Agreement is the entire agreement between you and Intuit and replaces all prior understandings, communications and agreements, oral or written, regarding its subject matter.  This Agreement may be modified only by a written amendment signed by the parties or as provided in this Agreement in Section 10 above. If any court of law, having the jurisdiction, rules that any part of this Agreement is invalid, that section will be removed without affecting the remainder of the Agreement. The remaining terms will be valid and enforceable.  The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.  You cannot assign or transfer ownership of this Agreement to anyone (except as expressly stated herein) without the prior written approval of Intuit. However, Intuit may assign or transfer it without your consent to (a) an Affiliate, (b) another company through a sale of assets by Intuit or (c) a successor by merger.  Any assignment in violation of this Section shall be void. If you want to request a transfer of this Agreement or if your company is acquired by or merged into another company, contact Intuit via an email to: transfer_license@intuit.com.

October 2009

______________________

B.  ADDITIONAL TERMS AND CONDITIONS FOR THE SERVICES

Your use of the Services provided by Intuit are subject to the General Terms of Service above including these Additional Terms and Conditions which govern your use of the Services indicated below.  These Additional Terms and Conditions shall prevail over any conflict or inconsistency with the General Terms of Service above.

 

QuickBooks Online and Payroll Services for QuickBooks Online Supplemental Agreement and Terms of Services

Thank you for selecting QuickBooks Online software (the “Software”). This license agreement in addition to the Intuit Terms of Service (the “Agreement”) is a legal agreement between the User, a single legal entity identified in the registration process provided as part of the start-up interview (“User”, “you”), and Intuit Inc. (“Intuit,” “we”, “our” or “us”).

By clicking “ACCEPT”, User indicates that it has read and understood, and assents to be bound by, the terms of this Agreement. If the person clicking on the “ACCEPT” button is an individual working for User (“Agent”), such person is agreeing to the terms and conditions of this Agreement on behalf of User and certifies that he/she is an Agent of User and has all necessary authority to act on your behalf, including to bind User to the terms and conditions of this Agreement.

If User does not agree to the terms of the Agreement, User is not granted any rights whatsoever in the Software. If User is not willing to be bound by these terms and conditions, User should not click on the “ACCEPT” button, and may not access or otherwise use the Software or Services.

1.      SUBSCRIPTION. The Software is licensed on a monthly or yearly subscription basis, as selected by User or its agent.

1.1          Termination by User. User may notify Intuit to cancel the subscription prior to the beginning of each Renewal Term. Your rights to use the Software may be terminated by Intuit immediately and without notice if Intuit is unable to debit your or its agent’s Card in accordance with this Agreement.

1.2          Transfer of Agreement.  The agreement can be transferred to another person or entity only if such license has not been activated.  Once validated, and a company is created, the Software will not work by another entity.  Even if you stop using the Software, Intuit has fulfilled your subscription term.

2.       PERMITTED DISCLOSURES AND USE OF DATA. You acknowledge and agree that in order to provide you with access to and use of the Software and 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 the your account (the “Current Administrator”), (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, and (iii) any other person identified as an authorized user of the Software in the set-up interview form or in any subsequent communication to Intuit (collectively, “Information Recipients”).

3.       FINANCIAL INSTITUTION SERVICES.

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

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

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

4.       SOFTWARE USE, STORAGE AND ACCESS. Intuit shall have the right, in its sole discretion and with reasonable notice posted on the QuickBooks Online site 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 Software and Services, temporarily or permanently, including but not limited to (i) the amount of storage space you has on the Software at any time, and (ii) the number of times (and the maximum duration for which) you may access the Software 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 Software and Services to which such changes relate. Your continued use of the Software or Services will constitute your acceptance of and agreement to such changes. For details about our refund policy, please refer to www.quickbooks.com. Intuit may, from time to time, perform maintenance upon the Software or Services resulting in interrupted service, delays or errors in the Software or Services. Intuit will attempt to provide prior notice of scheduled maintenance but cannot guarantee that such notice will be provided.

5.      Supplemental Terms of Service: Payroll serviceS for QuickBooks Online.

A.       PAYROLL SERVICES. In order for you to calculate federal and state payroll taxes, you must (i) have a valid subscription to the Software, and (ii) subscribe to the applicable QuickBooks Payroll Subscription Service (the “Payroll Service”). You may subscribe to the Payroll Service through the Software by clicking on the appropriate menu item from within the Software. The Payroll Service will begin after we receive and process all the information requested, including your or your agent’s credit card or bank account information in accordance with the payment process in Section 3 of the Agreement. When you subscribe and provide payment information, you or your Agent’s Card or bank account will be debited, and will be automatically re-debited at the beginning of each applicable monthly or one-year subscription term of the Payroll Service (“Payroll Renewal Term”) at the then current subscription rate to maintain the Payroll Service. You may notify us to cancel the Payroll Service prior to the beginning of each Payroll Renewal Term. You must purchase a separate Payroll Service subscription for each Software subscription.

      i.        License Grant and Restrictions. If and when you subscribe to the Payroll Service and pay the appropriate monthly subscription fee, Intuit grants you a limited non-exclusive license to use the tax tables, selected payroll tax forms, when available, and documentation within the United States. Your use is governed by the latest version of the terms and conditions of the Payroll Service, which can be found at http://www.payroll.com, or such other site designated by Intuit , and your use of the Service constitutes your acceptance of those terms and conditions.  You are responsible for ensuring that users who have been granted access to your account comply with this Agreement.

a.     The Payroll Service does not include (i) access to the Internet for connecting to the Payroll Service (ii) furnishing advice of deductions, and (iii) information regarding selected local and state taxes. The Payroll Service may have restrictions on the number of employees for whom payroll can be processed.

     ii.        Termination and Amendment. Your rights to the Payroll Service subscription may be terminated by Intuit in accordance with the termination provisions in Section 11 of the Agreement. Intuit shall have the right to change or add to the terms or conditions of this Payroll Service at any time, (provided that it is not Intuit’s intent that such change substantially affect the license rights granted to you and for which consideration was paid by you) and to change the method of delivering or accessing the Payroll Service and/or the subscription fee, and to change, delete, discontinue or impose conditions on any feature or aspect of the Service. In this event you will receive notice of such change, typically via email or as a posting on the http://www.quickbooks.com site. For the latest version of the terms or conditions of this Payroll Service, go to http://www.payroll.com, or such other site designated by Intuit.

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

a.     Some Transactions may go through the Automated Clearing House (the “ACH”), and you agree that your Transactions will be governed by the ACH rules. You warrant to Intuit everything that Intuit must warrant as an ACH Originator, and you accept any liability you or Intuit may incur which is caused by your Transactions. If Intuit tells you that information concerning your Transactions has changed, you must use this corrected information in the future to initiate Transactions.

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

c.     *Note: You understand that certain features in the payroll tax electronic filing and payment service may be in beta and are not final. As a result, the payroll tax electronic filing and payment service may contain errors, “bugs” and other problems which may result in the failure of your Transaction to be filed or paid with the appropriate taxing authority. You agree that Intuit may contact you in order to assist you with the service and to obtain information needed to determine and fix any error.

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

B.       DIRECT DEPOSIT

      i.        Sign Up/Activation. In order for you to access the Direct Deposit service you must (i) have a valid subscription to the Software and (ii) subscribe to the applicable QuickBooks Payroll Subscription Service. The Direct Deposit service will begin after Intuit receives and processes all the information, including any credit card or bank account information, requested by the sign up form. Processing your information may include submitting your sign up information to third parties such as your bank, credit reporting agencies and/or other agencies Intuit may use to validate your identity and/or credit history. We may also receive and review credit or similar reports on your business and its principals provided by such third parties. Therefore the information you provide Intuit must be accurate and complete or direct deposits may not be made, and we will be unable to perform the Direct Deposit service for you.

     ii.        Use and Restrictions. You may use Direct Deposit only for payroll direct deposits. You may fund your paychecks to your employees (“Payments”) by initiating electronic withdrawals within the Software from the demand deposit account of the financial institution you identified on the sign up form (“Your Account”). You may identify other financial institutions in the future to fund the direct deposit payroll payments to your employees. Under certain circumstances Intuit may use wire draw down requests or other funding methods (collectively “Debits”) to fund your payroll direct deposits. Debits may also be initiated to pay servicing fees, e.g. NSF’s and reversals. When you send Payments over the Internet you will receive confirmation that the Payments were sent. However, a confirmation does not mean that your submission of Payments was error-free. If errors are detected later we may be unable to complete the submission of your Payments. We will make reasonable efforts to tell you if we cannot complete your Payments. Payments taking place after certain processing deadlines may be considered to occur on the next business day.

Special processing fees may apply to some Payments. We may establish certain security limits on Payment submissions we process, such as a maximum number or dollar amount of Payments. We may change these limits from time to time and may choose not to disclose them.

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

a.     User Responsibilities. You must send us your Payments at least five business banking days before the payroll pay date for your first two payrolls and at least two business banking days before the payroll pay date thereafter or your Payments may not be processed. Debits will be charged to Your Account four business banking days before the pay date for your first two payrolls and one banking day thereafter, before the pay date of the applicable payroll and you must have sufficient funds in Your Account to fulfill your Payments on that date. After that, no interest or earnings will accrue to you and Intuit will hold the money until the Payments are made. Once your Payments are complete and submitted you may recall and resubmit them until we send them to Automated Clearing House (the “ACH”) network. You are solely responsible for verifying that all Payments have been received and are accurate. You must keep any payroll, tax or other records you need for reference, even though we may have information about the Payments in our files.

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

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

d.     Your Account. Intuit may refuse to process your Payments if it reasonably believes that Your Account balance is insufficient to cover the dollar amount of the Payments or for any other reason Intuit deems reasonable. If any amount debited against you is dishonored or returned for any reason, such as, but not limited to, non-sufficient funds, account closed, inability to locate account, or reversal by you and/or your bank, Intuit may; a) reverse any corresponding credit issued to Intuit, you, your employees or any other party without liability to you or any other party, (b) reverse direct deposit transactions, (c) refuse to perform further Services, (d) apply any money currently held by Intuit to any amount owed to Intuit by you, (e) charge you a one-time insufficient funds penalty fee for each occurrence, (f) report this information to any and all credit agencies and/or financial institutions and/or (g) immediately terminate this Agreement. Intuit may assess and collect interest at the rate of one and one-half percent (1.5%) per month (18% per annum) on any amounts owing and unpaid ten (10) days after demand. If further collection attempts are required, all Intuit's collections costs, including any costs associated with termination of this Agreement and including but not limited to, attorney fees, where permitted by law, will be charged to you. This section shall, to the extent applicable, survive the termination of this Agreement.

e.     General. Any sales, use or other taxes payable on the Direct Deposit service that we must pay will be collected in the same way your fees are paid. Intuit may review your use of the Direct Deposit service, your credit status or other factors periodically, including submitting your information to third parties such as your bank, credit reporting agencies and/or other agencies used to validate your identity and/or credit history, and/or reviewing credit or similar reports on your business and its principals provided by these third parties. Intuit may terminate your participation in the Direct Deposit service after such a review. If you (i) default in the payment of any sum of money hereunder, (ii) default in the performance of any other obligations under this Agreement, or (iii) commit an act of Bankruptcy or become the subject of any proceeding under the Bankruptcy Act or become insolvent, or if any substantial portion of your property becomes subject to levy, seizure, assignment, application for sale for or by any creditor or governmental agency, then, in any such event, Intuit, at its option, may, upon written notice thereof, (a) terminate the Agreement, (b) declare all amounts due and to become immediately due and payable and/or (c) require you to deposit an amount equal to its average future monthly or annual processing charges to prepay for any future processing.

f.      Termination. Your access to and use of the Direct Deposit service may be terminated by Intuit in accordance with the termination provisions in Section 11 of the Agreement. You may terminate your use of the Direct Deposit service by notifying us that you no longer wish to use the Direct Deposit service. Access to the Direct Deposit service will remain in effect until we have a reasonable opportunity to act on the notice. If you terminate the Direct Deposit service, no fees you have paid will be refunded.

September 3, 2010