INTUIT CANADA PROSPERITY ACCELERATOR PROGRAM AGREEMENT
POWERED BY HIGHLINE BETA
General Terms and Conditions
1. Agreement Acceptance
a. Agreement Acceptance. This Prosperity Accelerator Program Agreement (“Agreement”), is made between you and Intuit Canada ULC and/or its subsidiaries and affiliates (“Intuit”) including its third party providers, Highline Beta and Leadspicker, is effective when you accept the terms of this Agreement, and those of Highline Beta and Leadspicker, and upon submission of your application (“Effective Date”). This Agreement describes the terms governing your enrollment and participation in the Prosperity Accelerator Program (the “Program”). It includes by reference
i. Applicable Intuit’s Privacy Statement: https://security.intuit.com/index.php/privacy
ii. Additional terms and conditions, including those from third parties.
iii. Any terms provided separately to you for the Program
2. Program Overview, Application, Enrollment, Selection
a. Overview The Prosperity Accelerator Program (“Program”) is a program that is focused on assisting Canadian small businesses and consumers in solving financial problems resulting in the wake of the COVID-19 pandemic[DC1]. To participate, you must submit an online application available through the Program website.
b. Application. The Program is open to legal residents of Canada or businesses outside of Canada if their products or services are specifically directed to those in Canada and who are 18 years of age or older. You do not need to be a current customer of QuickBooks or other Intuit products or services to apply. When you submit your application, you will automatically enroll in the Program. If there are multiple users from the same business, they will share the same Program account. When you enroll in the Program, you may be required to opt in to (or have already opted in to) receiving marketing messages from Intuit or its affiliates. You may opt out of receiving marketing messages from Intuit at any time and doing so will not affect your ability to participate in the Program. You agree you will not sell, transfer or assign your membership or any membership rights. You are responsible for maintaining the confidentiality of your password and for restricting access to your computer (or other device, as applicable) so that others may not access your Program account. Your enrollment and participation in the Program means that you agree to the terms and conditions as provided in the Agreement. As used in this Agreement, “you,” “your,” and “Member” are synonymous and refer to the person who enrolled in the Program reflected in Intuit’s records. By accessing, signing up, participating in, or otherwise using the Program you agree that:
i. You can form a binding contract with Intuit and its affiliates;
ii. You are not a person who is prohibited from receiving the Services (as defined below) under the laws of the United States, Canada, or any other applicable jurisdiction;
iii. You are a resident of and located in the country where you have registered for the Program; and
iv. You will comply with this Agreement and all applicable local, state, national, and international laws, rules, and regulations, including import and export regulations.
c. Selection of Applicants. Not all applicants will be selected to participate. A selection committee will review all applicant information and will decide in its sole discretion which applicants will be selected, based on criteria provided through the Program, including but not limited to the ability of the applicant business to solve financial problems for Canadian businesses or consumers (as a “fit”) as described in the Program materials.
d. Program Benefits for Selected Applicants. The Program may include benefits for selected applicants such as monetary awards, technical or business support, guidance, workshops, and more, which are all subject to change at any time in Intuit’s sole discretion. Not all selected applicants shall be eligible for or granted all benefits of the Program.
e. Application Information. You hereby certify that the information that you supply to Intuit during the Program application process is true and correct. This information is for the express use of Intuit and its affiliates and does not constitute acceptance or participation in the Program. You further understand that Intuit reserves the right to discontinue Program membership at Intuit’s sole discretion. Intuit shall not be liable for any result of denied applications, not being selected for the Program or for failing to meet the then-current Program criteria.
3. Data Processing and Privacy. You acknowledge that Intuit will process your personal information as described in our Privacy Statement (https://security.intuit.com/index.php/privacy) when you use our Program. Intuit’s third party affiliates will also process your personal information subject to their data privacy and security policies as provided to you. Any violation of the Intuit Privacy Statement or those of Intuit’s affiliates, or any unauthorized access, misuse, or collection of any client or customer personal information shall be considered a material breach of this Agreement.
4. 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) not to engage in illegal, deceptive, misleading or unethical practices; (d) not to make any statements, representations, warranties, or guarantees to customers that are inconsistent with the policies established by Intuit; (e) to provide products and services of reasonable and reliable 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.
5. Confidentiality. Intuit may from time to time provide you with confidential information. You acknowledge that such confidential information is the property of Intuit, its subsidiaries, affiliates or suppliers and a confidential trade secret of Intuit, its subsidiaries, affiliates or suppliers. You shall not reveal, disclose or distribute such confidential information in any form to employees, except on a need to know basis, or to any third party, except to the extent specifically authorized by Intuit in writing, and shall take all reasonable precautions to prevent unauthorized disclosure and use of such confidential information. This obligation of confidentiality does not apply to information which is (a) rightfully in the public domain other than by a breach of a duty to Intuit; (b) rightfully received from a third party without any obligation of confidentiality; (c) rightfully known to you without any limitation on use or disclosure prior to its receipt from Intuit; (d) independently developed by you; or (e) generally made available to third parties by Intuit without restriction on disclosure. You acknowledge that the unauthorized disclosure or use of Intuit confidential information may cause irreparable harm to Intuit, and that accordingly, you agree that Intuit will have the right to seek and obtain injunctive relief in addition to any other rights and remedies Intuit may have at law or in equity.
6. Idea Submissions. By submitting ideas, suggestions, proposed business plans or any other material to Intuit, you acknowledge and agrees that Intuit will treat such submissions as non-confidential unless otherwise marked or indicated; Intuit can use the information without compensation to you or to any other person or entity; and Intuit may have already developed, and is not restricted from developing, products, services or plans similar to or competitive with any described in such submissions from you.
7. Right to Inspect. Intuit shall have the right to inspect your provision of products and services under this Agreement, your business background, and all promotional materials and documentation in order to ensure your full compliance with the terms and conditions of this Agreement.
8. Third Party Services. Certain tools, services and products are provided by third parties, and not by Intuit, are made available in connection with the Program (“Third Party Services”). You are responsible for reviewing, understanding and complying with the terms and conditions governing any Third Party Services, and your use of any Third Party Services indicates your acceptance of such terms and conditions. You agree that Intuit is not responsible for the performance of third parties in connection with the Third Party Services, and to indemnify Intuit for third party claims relating to your use thereof.
9. Indemnification. You agree that Intuit, its affiliates and third party providers for the Program shall have no liability to you or any of your clients or customers and that you shall indemnify, defend and hold Intuit harmless from any expenses, damages, costs or losses (including reasonable attorney’s fees) resulting from any suit or proceeding based upon a claim arising (i) by reason of your performance or non-performance under this Agreement; (ii) a breach of any representation, warranty, or obligation made by you contained in the terms of this Agreement, and/or (iii) for any personal injury, product liability, or other claim arising from the promotion and/or provision of your products or services. In the event Intuit seeks indemnification from you under this Section, Intuit will immediately notify you in writing of any claim or proceeding brought against it for which it seeks indemnification under this Agreement. Intuit reserves the right, at its option, to assume full control of the defense of such claim or proceeding with legal counsel of its choice. If Intuit so undertakes its own defense, any settlement of such claim or proceeding requiring payment from you shall be subject to your prior written approval. You agree to reimburse Intuit upon demand for any expenses reasonably incurred by Intuit in defending such claim, including, without limitation, attorney’s fees and costs, as well as any judgment or settlement of the claim or proceeding. In no event may you enter into any third party agreements which would in any manner whatsoever affect the rights of, or bind Intuit in any manner, without the prior written consent of Intuit.
10. Warranty Disclaimer and Limitation of Liability. THE PROGRAM (INCLUDING, WITHOUT LIMITATION, ALL PROGRAM-RELATED SERVICES) IS PROVIDED “AS-IS” WITHOUT WARRANTY OF ANY KIND, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, INTUIT AND ITS SUPPLIERS DISCLAIM ALL OTHER REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE PROGRAM, ANY SERVICES PROVIDED BY INTUIT OR ITS SUPPLIERS, QUICKBOOKS OR OTHER SOFTWARE, ANY TRAINING GUIDE, AND/OR ANY OTHER RELATED MATERIALS INCLUDING THEIR FITNESS FOR A PARTICULAR PURPOSE, THEIR MERCHANTABILITY, OR THEIR NON-INFRINGEMENT. YOU ACKNOWLEDGE AND AGREE THAT SOME PROVINCES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO CERTAIN PROGRAM MEMBERS. IN THAT EVENT, ANY IMPLIED WARRANTIES ARE LIMITED IN DURATION TO SIXTY (60) DAYS FROM THE COMMENCEMENT DATE OF SUCH MEMBER’S INITIAL PROGRAM MEMBERSHIP. HOWEVER, SOME PROVINCES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS IN DURATION MAY NOT APPLY TO CERTAIN MEMBERS. IN NO EVENT SHALL INTUIT OR ITS SUPPLIERS BE LIABLE FOR ANY AMOUNTS IN EXCESS OF THE FEES PAID BY YOU TO INTUIT HEREUNDER, NOR SHALL INTUIT OR ITS SUPPLIERS BE LIABLE FOR DIRECT, INCIDENTAL, CONSEQUENTIAL, INDIRECT, OR SPECIAL DAMAGES OF ANY NATURE, INCLUDING WITHOUT LIMITATION, LOST BUSINESS OR PROFITS ARISING FROM ANY MATTERS UNDER THIS AGREEMENT, REGARDLESS OF WHETHER INTUIT OR ITS SUPPLIERS HAVE NOTICE OF THE POSSIBILITY OF ANY SUCH DAMAGES. THE REMEDIES SET FORTH HEREIN SHALL BE YOUR SOLE AND EXCLUSIVE REMEDIES FOR ANY BREACH OF THESE TERMS AND CONDITIONS.
11. Term. The Program shall commence on November 1, 2022and will continue through October 30, 2023[DC2], until or unless extended or terminated as provided by Intuit under this Agreement (“Term”).
12. Default and Termination. Intuit or you may terminate 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 has received negative feedback on more than one occasion about you or your business; (ii) you fail to perform any of your obligations under this Agreement or those of the Program; (iii) Intuit, in its sole discretion, determines that your or your business does not meet the criteria for enrollment in the Program; (iv) Intuit has reason to believe you or your business has engaged in an unlawful business practice; or (vi) your conduct or proposed conduct exposes or threatens to expose Intuit to any liability or obligation, including any obligation under federal, provincial or local law.
13. Effect of Termination. Upon expiration or termination of enrollment, regardless of the reason thereto: (a) All privileges and benefits of the Program will be immediately revoked; (b) you shall promptly return to Intuit all requested Intuit confidential information or certify in writing that it has destroyed such information; (c) all rights and licenses granted under this Agreement and the Program will immediately and automatically terminate.
14. Governing Law and Jurisdiction, and Disputes. This Agreement will be governed by the laws of the Province of Ontario, Canada, without regard to conflict of laws. The parties irrevocably submit to the exclusive jurisdiction of the courts of the Province of Ontario, Canada. Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be determined by arbitration administered by ICDR Canada in accordance with its Canadian Arbitration Rules. The number of arbitrators shall be one, the place of arbitration shall be the City of Toronto, Ontario, Canada and the language of the arbitration shall be English. The award by the arbitrator shall be final and binding on the parties and the arbitration process shall be confidential. Each party will be responsible for its own costs of arbitration. Any controversy or claim arising out of or relating to this contract, or the breach thereof, shall be brought in the parties’ individual capacity and not as a plaintiff or class member in any purported class or representative proceeding. This Section shall survive expiration, termination or rescission of this Agreement.
15. General Provisions.
a. Non-Waiver. No waiver of any right or remedy on one occasion by either party will be deemed a waiver of such right or remedy on any other occasion.
b. Assignment. The rights granted to you hereunder are personal, and you may not assign this Agreement or any right or obligation hereunder, whether in conjunction with a change in employment, voluntary transfer, transfer by operation of law, or otherwise, without the prior written consent of Intuit, which Intuit may give or withhold in its sole discretion. Any such purported assignment or transfer shall be deemed a material breach of this Agreement and shall be null and void. This Agreement is freely assignable by Intuit and will be for the benefit of Intuit’s successors and assigns.
c. Relationship of Parties. You and Intuit are independent contractors and you agree that you will not represent yourself as an agent or representative of Intuit. Neither party has any express or implied right or authority to assume or create any obligations on behalf of the other or to bind the other to any contract, agreement or undertaking with any third party. Nothing in this Agreement shall be construed to create a partnership, joint venture, franchise, employment or agency relationship between you and Intuit.
d. Severability. The failure of Intuit to exercise or enforce any right or provision of the Agreement shall not constitute a waiver of such right or provision. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal or unenforceable, such determination shall not affect the validity of the remaining provisions unless Intuit determines in its discretion that the court’s determination causes this Agreement to fail in any of its essential purposes.
f. Entire Agreement. This Agreement, Third Party terms, along with the Program materials constitutes the entire agreement and understanding between the parties with respect to the Program, and supersedes all previous Program agreements, and all prior and contemporaneous negotiations, discussions and understandings of the parties, whether written or oral, regarding the Program. No waiver of any of the provisions of this Agreement shall be valid unless in writing and signed by Intuit.
g. Modification of this Agreement or the Program. Intuit reserves the right to modify these Program terms from time-to-time, with reasonable notice to Members as described in this section. We will notify you of changes to the Program Terms by posting them on the Program website and may also notify you by email to the address currently associated with your application. The updated Program Terms will be effective as of the time of posting, or upon such later date or by such other method as specified by Intuit. The updated Program Terms will apply to your participation in the Program beginning as of their effective date. INTUIT RESERVES THE RIGHT TO TERMINATE THE PROGRAM COMPLETELY BY PROVIDING YOU WITH WRITTEN NOTICE OF THE IMPENDING TERMINATION TO THE EMAIL ADDRESS ASSOCIATED WITH YOUR ACCOUNT.
h. No Endorsement. You acknowledge that Intuit makes no claims on behalf of you or your company as to the quality of the products or services you offer.
i. Continuing Obligations. Obligations of the parties by their nature to survive, shall survive any termination and remain in force after termination of this Agreement.
j. Language. It is the express wish of the parties that this Agreement and all related documents be drawn up in English.
16. Additional Items You Agree To:
a. Intuit Services. We may tell you about other Intuit services. You may be offered other services, features, products, applications, online communities, or promotions provided by Intuit (“Intuit Services”). If you decide to use any of these Intuit Services, additional terms and conditions and separate fees may apply. You acknowledge that in accessing some Intuit Services you may upload or enter data from your account(s) such as names, addresses and phone numbers, purchases, and sales among others, to the Internet. You grant Intuit permission to use information about your business and experience to help us to provide the Intuit Services to you, including updating and maintaining your data, addressing errors or service interruptions, and enhancing the types of data and services Intuit may provide to you in the future. You grant Intuit permission to combine your business data, if any, with that of others in a way that does not identify you or any individual personally. We may use this data to improve services and to compare business practices with other company standards. We may use your data to create, market or promote new Intuit offerings to you and others. You also grant Intuit permission to share or publish summary results relating to research data and to distribute or license such data to third parties.
b. Third Party Services. We may tell you about third party products or services. You may be offered products or services by third parties who are not affiliated with Intuit (“Third Party Products”) or the Services may contain links to third party websites (“Third Party Sites”). If you decide to use any Third Party Products or access any Third Party Sites, you are responsible for reviewing the third party’s separate product terms, website terms and privacy policies. You agree that Intuit can use your contact information, including name and address, for the purpose of offering these products to you. You agree that the third parties, and not Intuit, are responsible for their product’s performance and the content on their websites. Intuit is not affiliated with these Third Party Products or Third Party Sites and has no liability for them.
November 2022
