1. AGREEMENT

1.1 This Agreement describes the terms governing your use of the Intuit Software including content, updates and new releases (collectively, the “Software”). It includes by reference:

A. Intuit's Privacy Statement provided to you in the Software and/or available on Intuit’s website, or provided to you otherwise;

B. Additional Terms and Conditions, which may include those from third parties; and

C. Any terms provided separately to you for the Software, including product or program terms, ordering, activation, payment terms, etc.

2. LICENSE GRANT AND RESTRICTIONS

2.1 The Software is protected by copyright, trade secret, and other intellectual property laws. You are only granted certain limited rights to install and use the Software, and Intuit reserves all other rights in the Software not granted to you in writing herein. As long as you meet any applicable payment obligations and comply with this Agreement, Intuit grants you a personal, limited, nonexclusive, nontransferable, revocable license to install and use the Software only for the period of use provided in the ordering and activation terms, as set forth in this Agreement, or in accordance with Intuit’s then-current product discontinuation policies, as updated from time to time, and only for the purposes described by Intuit for the Software.

2.2 You acknowledge and agree that the Software is licensed, not sold. You agree not to copy or use, nor permit any third party to use, the Software in a manner that violates any applicable law, regulation or this Agreement. You agree you will not:

A. Provide or provide access to the Software or any part of the Software to any third party;

B. Reproduce, duplicate, modify, copy, deconstruct, reverse-engineer, sell, trade or resell the Software;

C. Transfer your license to the Software to any other party;

D. Attempt unauthorized access to any other Intuit systems that are not part of the Software;

E. Permit any third party to benefit from the use or functionality of the Software via a rental, lease, timesharing, service bureau, hosting service, or other arrangement; or

F. Make the Software available on any file-sharing or application hosting service.

3. PAYMENT. For Software licensed 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 for the Software:

a. Payments will be billed to you in Canadian 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 Software.

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, terminate your license and refuse any further use and/or support of the Software.

d. If you do not notify us of updates to your payment method (e.g., credit card expiration date), to avoid interruption of your service, 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.

e. Intuit will automatically renew your monthly, quarterly, or annual subscription at the then-current rates, unless the Software license or subscription is cancelled or terminated under this Agreement.

f. Additional cancellation or renewal terms may be provided to you on the website for the Software.

4. YOUR PRIVACY AND PERSONAL INFORMATION. You can view Intuit’s Privacy Statement provided with the Software and/or on the website for the Software. You agree to the applicable Intuit Privacy Statement, and any changes published by Intuit. You agree that Intuit may use and maintain your data according to the Intuit Privacy Statement, as part of the Software. This means that Intuit may use your data to improve the Software or to design promotions and to develop new products or services. Intuit is a global company and may access or store personal information in multiple countries, including countries outside of your own country to the extent permitted by applicable law.

5. CONTENT

5.1 You are responsible for your content. You are responsible for all materials ("Content") uploaded, posted or stored through your use of the Software. You grant Intuit a worldwide, royalty-free, non-exclusive license to host and use any Content provided through your use of the Software. Archive your Content frequently. You are responsible for lost or unrecoverable Content. You must provide all required and appropriate warnings, information and disclosures. Intuit is not responsible for the Content or data you provide through your use of the Software.

You agree not to use the Software, nor permit any third party to use, the Software to upload, post, distribute, link to, publish, reproduce, engage in or transmit any of the following, including but not limited to:

a. 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 would encourage "flaming" others, or criminal or civil liability under any local, state, federal or foreign law;

b. Content that would impersonate someone else or falsely represent your identity or qualifications, or that constitutes a breach of any individual’s privacy;

c. Except as permitted by Intuit in writing, investment opportunities, solicitations, 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 without permission from the copyright owner or intellectual property rights owner.

5.2 Community forums. The Software may include a community forum or other social features to exchange Content and information with other users of the Software 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. 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.

5.3 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 Software, 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.

5.4 Intuit may monitor your Content. Intuit may, but has no obligation to, monitor content in or on the Software and Community forums. We may disclose any information necessary to satisfy our legal obligations, protect Intuit or its customers, or operate the Software 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.

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

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

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

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

6. ADDITIONAL TERMS

6.1 Intuit does not give professional advice. Unless specifically included with the Software, 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.

6.2 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 such as names, addresses and phone numbers, purchases, etc., to the Internet. You grant Intuit permission to use information about your business and experience to help us to provide the Intuit Services (including other products and services you might be interested in), to develop new products and services, and to enhance the Software.

6.3 Communications. Intuit may be required by law to send you communications about the Software or Third Party Products. You agree that Intuit may send these communications to you via email and/or by posting them on our websites.

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

7. DISCLAIMER OF WARRANTIES

7.1 YOUR USE OF THE SOFTWARE AND CONTENT IS ENTIRELY AT YOUR OWN RISK. EXCEPT AS DESCRIBED IN THIS AGREEMENT, THE SOFTWARE IS PROVIDED "AS IS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, INTUIT, ITS AFFILIATES, AND ITS THIRD PARTY PROVIDERS, LICENSORS, DISTRIBUTORS OR SUPPLIERS (COLLECTIVELY, "SUPPLIERS") DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY THAT THE SOFTWARE IS 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 SOFTWARE. INTUIT AND ITS AFFILIATES AND SUPPLIERS DO NOT WARRANT THAT THE SOFTWARE IS 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. SOME PROVINCES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY HAVE OTHER RIGHTS THAT VARY FROM PROVINCE TO PROVINCE.

7.2 INTUIT, ITS AFFILIATES AND SUPPLIERS DISCLAIM ANY REPRESENTATIONS OR WARRANTIES THAT YOUR USE OF THE SOFTWARE WILL SATISFY OR ENSURE COMPLIANCE WITH ANY LEGAL OBLIGATIONS OR LAWS OR REGULATIONS.

8. 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 SOFTWARE DURING THE TWELVE (12) MONTHS PRIOR TO SUCH CLAIM. SUBJECT TO APPLICABLE LAW, INTUIT, ITS AFFILIATES AND SUPPLIERS ARE NOT LIABLE FOR ANY OF THE FOLLOWING: (A) INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES; (B) DAMAGES RELATING TO FAILURES OF TELECOMMUNICATIONS, THE INTERNET, ELECTRONIC COMMUNICATIONS, CORRUPTION, SECURITY, LOSS OR THEFT OF DATA, VIRUSES, SPYWARE, LOSS OF BUSINESS, REVENUE, PROFITS OR INVESTMENT, OR USE OF SOFTWARE OR HARDWARE THAT DOES NOT MEET INTUIT SYSTEMS REQUIREMENTS. THE ABOVE LIMITATIONS APPLY EVEN IF INTUIT AND ITS AFFILIATES AND SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS AGREEMENT SETS FORTH THE ENTIRE LIABILITY OF INTUIT, ITS AFFILIATES AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO THE SOFTWARE 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 SOFTWARE 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.

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

10. TERMINATION. Intuit may, in its sole discretion and without notice, restrict, deny, terminate this Agreement or suspend the Software, related online services, or other Intuit Services effective immediately, in whole or in part, for suspicion of fraud, security, illegal activity, or unauthorized access issues to protect the integrity of the Software or our Services or systems and comply with applicable Intuit policy, or if you fail to comply with this Agreement or if you no longer agree to receive electronic communications. Upon termination you must immediately stop using the Software or applicable 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 and 3 through 15 of these General Terms will survive and remain in effect even if the Agreement is terminated.

11. EXPORT RESTRICTIONS. You acknowledge that the Software, its related website, online services, and other Intuit Services, including the mobile application, delivered by Intuit are subject to restrictions and controls imposed by the Export and Import Permits Act (Canada) and regulations enacted under the Export and Import Permits Act as well as US export controls laws and regulations, including US trade embargoes, sanctions, and security requirements administered by the United States government, including the US Dept. of Commerce (15 CFR, Chapter VII). You agree that you will comply with these laws and regulations and will not export, re-export, import or otherwise make available products and/or technical data in violation of these laws, directly or indirectly. You also agree you will not provide access to any part of the Software, its related website, online services, or other Intuit Services to anyone who you know or have reason to know may use them in the design, development, or production of nuclear, chemical, or biological weapons.

12. GOVERNING LAW AND JURISDICTION; DISPUTES. This Agreement shall be governed by The Province of Ontario and the federal laws of Canada 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 the Province of Ontario. Intuit does not represent that the Software is appropriate or available for use in all countries. Intuit prohibits accessing materials from countries or states where contents are illegal. You are using the Software on your own initiative and you are responsible for compliance with all applicable laws. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, all disputes, controversies or claims in connection with this Agreement or 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.

13. LANGUAGE. Except in Quebec, 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 Quebec, a French language version of this Agreement shall be equally authoritative. The parties hereby confirm that they have requested that this Agreement and all related documents be drafted in English as well as French. Les parties ont exigé que le présent contrat et tous les documents connexes soient rédigés en anglais comme le français.

14. GENERAL. This Agreement, including Additional Terms below is the entire agreement between you and Intuit and replaces all prior understandings, communications and agreements, oral or written, regarding its subject matter. 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 without written approval of Intuit. However, Intuit may assign or transfer it 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 in violation of this Section 14 shall be void.

15. PROVINCE-SPECIFIC TERMS. These Section 15 terms apply only to consumers in the following province. In the event of a conflict between the terms of this Agreement and this Section 15, the terms of this Section 15 shall apply:

Quebec Consumers. If you are a Québec Consumer, the following terms apply to you:

Disclaimer of warranties. THE SOLE WARRANTY APPLICABLE TO THIS AGREEMENT AND THE SERVICES IS THE MANDATORY LEGAL WARRANTY PROVIDED UNDER THE CIVIL CODE OF QUÉBEC AND ANY WARRANTY PROVIDED FOR UNDER THE CONSUMER PROTECTION ACT (QUÉBEC).

Modifications. The provisions relating to the Services, the price and payment terms for the Services, the party providing the Services, renewal and termination rights, and any provision of the Privacy Statement may be modified or amended upon 30 days’ prior written notice setting out (i) the new clause or the amended clause and the clause as it read formerly, and (ii) the date of the coming into force of the such modification or amendment. If we do not allow you to maintain this Agreement unamended, you will have the right to terminate this Agreement during the notice period.

Termination. Termination of this Agreement by Intuit without default by you is only effective upon 60 days prior written notice.

Governing law. Any disputes arising out of or related to this Agreement or the Services shall be governed by the laws of Province of Québec and the laws of Canada applicable therein.

Updated July 2024

IMPORTANT NOTICE. USE LIMITATIONS: Your rights to use the Software, Add-On Products and related Services (if any) are subject to the General End User License Agreement terms above and the Additional Terms and Conditions below. The Additional Terms and Conditions BELOW shall prevail over any conflict or inconsistency with the General End User License Agreement terms above. You understand and agree that different versions and/or editions, (e.g., Desktop Pro, Premier, Enterprise and their various packages) of the Software, if made available, may have different features, functions and/or available add-on or connected Services. To the extent that a feature, function or Service is not available in the version or edition you acquired, you agree that you are not granted any license or other right to use or access such feature, function or Service.

1. DEFINITIONS. For purposes of this Section B, certain capitalized words and phrases used in this Section have the meaning defined below. Other capitalized terms and their defined meaning are also provided embedded elsewhere within the text of this Agreement.

1.1. “Applications” means Intuit Applications and Third Party Applications.

1.2. “Authorized User(s)” means any and all individuals (e.g., your accountant or trusted financial advisor, etc.) who you designate or authorize to access and/or modify your Software data on your behalf.

1.3. “Beta Features” means any new or updated non-commercially available Software features which Intuit may from time to time make available for your use.

1.4. “Data Transfer” means the process of transferring or sharing, upon your authorization, your Software data with or to one or more Applications.

1.5. “Desktop” is used to refer to any and all versions or editions of QuickBooks primarily designed for access and use on a desktop or laptop computer (e.g., QuickBooks Desktop Pro, or QuickBooks Desktop Premier, etc.).

1.6 This paragraph is intentionally left blank.

1.7. “Intuit Application(s)” means any and all other, separate products or Services developed by Intuit that you use and/or authorize to access your Software data.

1.8. “QuickBooks Online” or “QBO” is used to refer to the version of QuickBooks primarily designed for access and use as an online-hosted Service.

1.9. “QuickBooks” or “QuickBooks Desktop” means the Intuit QuickBooks Desktop financial and accounting software application.

1.10. “Service(s)” is used in this Section B to refer to the various systems, facilitative processing operations, functionality, or other features, including but not limited to support and maintenance, or other products or promotions which may be provided or made accessible to you in or through the Software as a standalone or online-hosted offering.

1.11. “Software” has the meaning defined above in Section A.1.1., and for purposes of this Section B means specifically the 2023 QuickBooks Desktop software that is the object of this Agreement, any Intuit-provided Services, software, applications, programs, tools, and other components accessible in or through, or in combination with, QuickBooks Desktop, as well as all Updates that you may be eligible to receive based on the license or Subscription purchased as set forth in Section 10 below. For clarity, Software excludes Upgrades.

1.12. “Subscription” or “Subscription Plan” refers to the payment of fees on a monthly, quarterly, or annual basis for a license to access and use the Software or Services, as provided by Intuit.

1.13. “Third Party Application(s)” means each and all products or Services developed by third parties that you use in or through the Software and/or authorize to access your Software data.

1.14. “Trial” means any add-on or other software, products, Services, functionality, or features, which may be offered by Intuit or a third-party for your use on a limited or short-term basis.

1.15 “Uninstall” and “Install” as used throughout this Agreement refer to the actual removal of QuickBooks application from a computer (Uninstall) and the reinstallation (Install) of a new update or version of the QuickBooks software, along with any available upgrades of all QuickBooks related data and company files.

1.16. “Updates” means Software improvements, patches, security updates, fixes, (including, e.g., security fixes and bug fixes), changes -- including addition or removal of new or existing features, new required processes or steps, error corrections, or other components and requirements for continued use of the Software, all as generally provided to users of your specific version of the Software, when-and-if made available and as may be required by Intuit for continued use of the Software For clarity, Updates exclude Upgrades.

1.17. “Upgrades” means any major or significant future-released versions of the full or complete Software, if developed and released by Intuit at its sole discretion. Intuit may choose not to release any Upgrade of the Software during or after your current Subscription term. For clarity, Upgrades exclude Updates.

1.18. “you” and “your” as used throughout this Agreement means the individual person, or the legal entity on whose behalf such person acts, that licenses the Software and is identified by name during the Software account creation and registration process.

2. REGISTERING THE SOFTWARE; ACCOUNT SIGN UP OR SIGN-IN; REGISTRATION DATA

2.1. Registering the Software. During or after installation, you may be required to activate and register the Software before use and to do so you may be asked to provide a valid Software product or license number and/or related codes. You agree to keep your registration, license and/or account profile information accurate, complete, and current. Allowing or enabling others to use your license number(s), product number(s), and validation code(s), if any, is strictly prohibited.

2.2. Account Sign Up or Sign In. You will be required to create or sign up for an account (or sign in) with Intuit and you agree to do so within the time specified by the Software, otherwise you will not be able to continue to use the Software. To help avoid unintended access to your account or profile information, the Software may be designed to automatically sign you out of your account (and require sign in), including after periods of inactivity. When signing up or using the Software, you may be prompted to create a (one-time) private encryption key or password in connection with your account and data file(s). Once created, please take care to memorize or securely store all passwords and encryption keys. If you forget or misplace an encryption key, you may lose access to your data that is encrypted with that key. Intuit is not responsible or liable for passwords or encryption keys stored insecurely, forgotten, or misplaced, or for any unauthorized access or inability to retrieve or recover access to data resulting from such unsecured, forgotten, misplaced, or misplaced passwords or encryption keys.

2.3. Registration Data. Your data, including your registration information, will be collected and used as provided in this Agreement and in accordance with our privacy policies, which can be found on Intuit.com or by accessing the Privacy link on the website for the Software. If and when you connect to the internet and use the Software, Intuit may also gather certain kinds of information which Intuit may use to improve the Software in future releases and/or improve or develop other Intuit products, better customize your experience with the Software in future releases, and present you with improved Intuit marketing offers.

3. LICENSES, LICENSE GRANT; LIMITATIONS AND RESTRICTIONS

3.1. Licenses, License Grant. Provided that you comply with all of the terms and conditions of this Agreement, Intuit grants you the following license rights:

3.1.1. Trial-User License. From time to time, Intuit or certain third parties may offer certain Trials and the opportunity to use them for a finite period of time (“Trial Period”). If you have signed up to use any Trial version or Subscription in Canada:

3.1.1.1. You are granted a limited non-exclusive license during the Trial Period to use the Trial so that one individual may access the Trial version or Subscription on a single computer. You may print one copy of any online user documentation in relation to the Trial version or Subscription, however, you cannot make multiple copies of any online user documentation or printed materials that accompany the Trial (if any); and

3.1.1.2. Your license to use any Trial is valid only for the Trial Period. You understand that upon expiration of your Trial user license, you must purchase a full license for the particular software, product, or Service or sign up for the Subscription in order to continue using or accessing the applicable software, product, or Service and to retain any Content (defined furthest above in Section A.5.) that you have entered into or created within the software, product, or Service data file, or posted or uploaded during the Trial Period. If you do not purchase the particular software, product, or Service license or Subscription by the end of the Trial Period, your Content will no longer be available to you. To be very clear, after using the Trial software, product, or Services during the Trial Period, if you decide not to purchase the license or Subscription for the full version of the applicable software, product, or Services, you

will not be able to access or retrieve any of the Content and data you added, uploaded, or created with the Trial during the Trial Period.

3.1.1.3. In the case of Trial QuickBooks Desktop Enterprise Solutions (if available), solely for the duration of the Trial Period, you are granted a limited non-exclusive license to use the software so that up to 30 individuals may access the software on 30 computers and print up to 30 copies of any online user documentation. After the end of the Trial Period, you must discontinue use of the software (and delete any copies made of any documentation) or must pay all required additional user or other fee(s) to be able to continue using the applicable QuickBooks Desktop Enterprise Solutions software.

3.1.2. Single User License and Single User Add-On Pack Licenses, if made available. If Intuit offers and if you purchased a single user license (by Subscription or by making a one-time, upfront payment depending on your location and the purchase options chosen by or available to you) or a single user add-on pack license for the Software, you may install the Software for access and use solely by one specific person on: (i) one primary computer, and (ii) one additional computer (e.g., a laptop or a home computer that you own and use in your business) for use by that same specific person.

3.1.3. Multi-User License and Multi-User Add-On Pack Licenses. Certain versions of the Software or Subscription may allow for multiple additional users of the specific edition of the Software you have licensed, if applicable, upon payment of an additional license fee for each such additional user. If you purchased a multi-user license or add-on pack license you may install and use the Software on the number of computers equal to the number of user licenses you purchased – or, for the QuickBooks Desktop Mobile App, if available, on your mobile device(s). You understand and agree that access and use of the Software is solely for the number of specific persons corresponding to the number of user licenses you purchased, with no substitution of such users except as expressly permitted by this Section. By way of example only, if you have 10 employees in your company, and if you have only paid for 4 user licenses for your specific edition of the Software, you are granted a limited non-exclusive license to: download and install the Software on up to 4 computers which are owned and operated by and for your company; and allow up to 4 individuals only (who are your owners, employees, or contractors) access the Software or Subscription. You may also place a copy of your Software data file(s) on a network to be accessed and used by such individuals (and install the Software on one additional computer above the number of the license(s) you purchased, solely to accompany your Software’s shared data file, and not for direct use of the Software by another user); and for each user license you purchased, make one copy of the printed materials accompanying the Software, if any, or print one copy of any online user documentation provided in relation to the Software, solely for use by such licensed user. If a licensed user is no longer employed by your company, you may reassign that employee’s user license to another user within your company (i.e., designate a new specific employee to use the license formerly used by the departed employee). All users in a multi-user environment must be using licensed copies of the same version year of the Software. Use of the Software by each additional user will be subject to the same restrictions as the single user license. You are responsible for ensuring that all licensed users, including any added licensed users, comply fully with the terms of this Agreement.

3.1.4. Subscription Licensing. If you purchased a Subscription, the terms of this Agreement, as supplemented by the Subscription terms, will govern your use of the Software and provided that the duration of such license will be based on the Subscription model or plan you have elected. You understand and agree that Intuit may choose not to release any additional versions or Upgrades of the Software during or after your current Subscription term and may cease to offer the Software, Subscription, a Renewal Term or any renewal of your Subscription at the end of your then-current Subscription term.

3.1.5. Use with Your Mobile Device. Use of the Software may be available through a compatible mobile device and require Internet access. 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:

1. THE AVAILABILITY OF TELECOMMUNICATION SERVICES FROM YOUR PROVIDER AND ACCESS TO THE SERVICES AT ANY TIME OR FROM ANY LOCATION;

2. ANY LOSS, DAMAGE, OR OTHER SECURITY INTRUSION OF THE TELECOMMUNICATION SERVICES; AND

3. ANY DISCLOSURE OF INFORMATION TO THIRD PARTIES OR FAILURE TO TRANSMIT ANY DATA, COMMUNICATIONS OR SETTINGS CONNECTED WITH THE SERVICES.

3.1.6. Unlocking a New Software License. If you elect to convert from one version of the Software to another (e.g., from the Trial version to the multi-user version, from QuickBooks Desktop Pro to QuickBooks Desktop Premier, etc.) using the unlock purchase process within the Software, where available, your use of the new unlocked version of the Software must be in accordance with the terms and conditions of this Agreement. Once you have the unlocked version, you may no longer use the original version of the Software (in use prior to purchase of the unlock license) on any computer.

3.1.7. Software Copies. Whichever license you obtain, if you purchased a valid license for the Software and received an authentic Intuit digital versatile disc (DVD), such DVD is your backup copy of the Software. If you purchased a valid license and received the Software pre-installed on a new computer or through an electronic download, you may make one backup copy of the Software, but only for the purpose of reinstalling the Software, if needed, on the single computer or additional computer referenced in 3.1.2., and 3.1.3., above. You are not allowed to make copies of the printed materials accompanying the Software, if any, or print multiple copies of any user documentation.

3.1.8. License Grant for Payroll for Desktop Services (where available, if subscribed or activated). If you purchase a Subscription for Payroll for Desktop Services (defined in Section 5.1 below), then:

3.1.8.1. If and when you subscribe to the Payroll for Desktop Services and pay the applicable Subscription fee, Intuit grants you a limited non-exclusive license to use the tax tables, and applicable Updates, when-and-if made available to you, as well as related documentation within the Canada, only in connection with the Software and Payroll for Desktop Services and only provided that you comply with all of the terms and conditions of this Agreement. You may only use and/or install the Payroll for Desktop Services and Updates, including tax table Updates, on the computer(s), and only for access and use by the individual(s) or entity, for which the Software license was purchased; and

3.1.8.2. You may not perform any of the following actions which are violations of this Agreement and the licenses granted to you: (i) Use Payroll for Desktop Services Updates except with the Software; (ii) distribute copies of the Software, or allow access to the Payroll for Desktop Services, to or by entities or persons that have not purchased a license to the Software or Payroll for Desktop Services from Intuit; (iii) permit others to access the Payroll for Desktop Services for their own purpose, or (iv) process payroll for any other person, company, or legal entity without a valid license or Subscription to the applicable Payroll for Desktop Services for Accountants.

4. MAXIMUM LIMITS FOR SIMULTANEOUS USERS; CONCURRENT FILE ACCESS; LIST ENTRIES

4.1. Maximum Limits for Simultaneous Users. Subject to the terms of this Agreement, the particular edition of the Software licensed, and the number of individual user licenses paid for by you as described above in Section 3.1.3., you may be permitted a multiple number of licensed users who are authorized to simultaneously access and use the Software (or concurrently access a company file) on a network, up to a maximum number of licensed users as set forth in the table below. Any unauthorized use of the Software (or concurrent access of a company file) by more than the maximum number of simultaneous (or concurrent) licensed users permitted for that particular version of the Software, or otherwise exceeding your paid license(s), may result in failure of the Software, performance degradation, errors, and/or loss of data, and will be considered a material breach of this Agreement:

4.2. Maximum Limits for Concurrent File Access. When you purchase a Software license, you may be able to use the Software to manage multiple (different) company files. Depending on the edition of the Software, type and number of user licenses you purchase (for example, Software versions or licenses that allow for multiple users or multiple user mode), and subject to your payment of applicable additional or multi-user license fee(s), two (2) or more networked users may be able to open, manage, and/or collaborate on the same company file at the same time. As set forth above in Section 4.1., there may be limits to the number of concurrent networked users who may simultaneously access any single company file. Additionally, if you have not acquired sufficient user licenses the Software may not support or allow the opening or managing of the same or different company files simultaneously, including by multiple users. You are responsible for all access and use (and for maintaining password protection) of all your company data files.

4.3. Maximum Limits for List Entries. When you purchase a Software license, and depending on the particular Software edition and operating system platform (Windows), there may be limits to the number of lists, list entries, and custom fields permitted for each list in your company data file based on your version of the Software. See the Software website, or packaging or installation guide for more information. Within the Software, you can also press the F2 key to display certain product information, including the version of QuickBooks Desktop Software you are running, the size and location of your company file, and the number of lists or number of entries you have in your lists.

5. ADDITIONAL LICENSES AND SERVICES AVAILABLE BY SUBSCRIPTION. Additional Subscription licenses and Services that may be available in connection with the Software may include the following:

5.1. QuickBooks Payroll Subscription for Desktop ("Payroll for Desktop Service(s)”)

5.1.1. Subscribing to the Payroll for Desktop Services. To subscribe to a Subscription Plan for a Payroll for Desktop Services and to be able to calculate applicable payroll taxes and make payments, you must: (i) have registered the Software, and (ii) have internet access. If applicable, you may be able to purchase a Subscription for the Payroll for Desktop Services online or by phone, or you may be able to subscribe from within the Software by selecting the appropriate employee menu item, and you will need to activate the Payroll for Desktop Services within the Software using the numerical key provided to you at the time of Subscription purchase. If you subscribe, your use of the Payroll for Desktop Services shall be subject to this Agreement and in accordance with this Section (and to any Subscription Plan terms or other terms and conditions that accompany the Payroll for Desktop Service itself). For purposes of this Agreement, the Payroll for Desktop Services does not include or apply to Software and Trial Versions that do not include or offer access to the applicable Payroll for Desktop Services.

5.1.2. Payroll License Grant and Restrictions. For license(s) granted to you for use of the Payroll Desktop Services, see Section 3.1.8., above.

5.1.3 Activating the Payroll for Desktop Service. The Subscription for the applicable Payroll for Desktop Services you purchased will begin after it is activated within the Software and after we receive and process all the information requested during sign up, including your credit card or bank account information. Any Subscription for Payroll for Desktop Services purchased at a retail store location, if made available at retail stores by Intuit, will begin after you activate the Payroll for Desktop Services Subscription online, which activation must occur no later than 60 days from purchase or the date indicated on the exterior of the Software packaging, whichever is earlier.

5.1.4 Unless You Have Purchased a Software Bundle or Subscription with Payroll Services Already Included, a Separate Payroll for Desktop Services Subscription Is Required for Each Registered Copy of Software. Unless you purchased a desktop Software bundle or Subscription with payroll Services already included (i.e., QuickBooks Desktop Pro + Payroll), then for each registered copy of the Software, you must purchase a separate Payroll for Desktop Services Subscription in order to be able to use the Payroll for Desktop Service with that particular registered copy of the Software. For purposes of the Payroll for Desktop Services Subscription, QuickBooks Desktop Pro and QuickBooks Desktop Premier are each considered a single registered copy of the Software. If you are using one of the aforementioned versions of the Software, you will need only one Subscription to the applicable Payroll for Desktop Service. For every Payroll for Desktop Services Subscription, Intuit may impose a limit on the number of employer identification numbers for or with which you can use the Payroll for Desktop Service and if you exceed this limit, you may be required to pay additional fees.

5.1.5. Payroll Tax Table Updates. Updates to payroll tax tables may be provided, when and if they are made available by Intuit, in its sole discretion, to active subscribers to the Payroll for Desktop Services. We strongly recommend that you connect to your applicable Payroll for Desktop Services regularly to validate your Subscription and to be sure you have the most currently available Payroll for Desktop Services Updates, including the most current rates and calculations for supported tax tables. Failure to connect to your Payroll for Desktop Services regularly may result in inaccurate withholding from payroll and you hereby assume any and all liability resulting from any such inaccurate withholding, or resulting in any way from your failure to regularly connect and update your Payroll for Desktop Services. Also, as a safety measure, and due to the nature and frequency of changes in payroll tax rates, if your Payroll for Desktop Service Subscription expires, you will be unable to continue to process payroll using Payroll for Desktop Services tax tables or tax forms, and if this occurs, you must connect to your Payroll for Desktop Services, bring your Subscription account current if necessary, and get the latest Payroll for Desktop Services Updates in order to again be able to process payroll. If you do not have a current Subscription or license for the latest QuickBooks software version or Update, and/or if and when a newer QuickBooks software version becomes available, you must Upgrade and/or Update to that version, as required by Intuit, to continue receiving tax table Updates.

5.1.5.2. The Payroll for Desktop Services may contain dated information. In using the Payroll for Desktop Services, you understand that it may not include all the information or the most current information relevant to your particular needs or situation.

5.1.6. Preparation and Filing (or E-Filing) of Payroll Taxes and Other Liabilities

5.1.6.1. Payroll for Desktop Services may include the option to track certain year-end or other payroll taxes and liabilities to aid your completion of forms, records, slips, or other reports for you to file with relevant governmental taxing and revenue authorities. Depending on your location and/or the version of Software or Payroll for Desktop Services you use, the Payroll for Desktop Services may include capabilities to assist you with tax deadline reminders and the preparation and filing of necessary files, forms, or other documentation, either by providing the means to file materials by electronic transmission (from within the Software directly to the applicable governmental authority), or by providing the means to create a file which can be saved to your local computer desktop for filing by means of online transfer (i.e., manually locating and uploading saved file(s) from your computer desktop to the applicable governmental website via a web browser), as well as the possible option to print cheques for your delivery to the applicable taxing authority. You understand, however, that regardless of the features or options available with the Payroll for Desktop Services, including but not limited to reminder features, you alone are responsible for timely preparation and remittance of all required payroll liabilities and taxes filings, including verifying that any Payroll Transaction (defined below) has been sent, received, and accepted by the relevant taxing authority, and if necessary, you are also responsible for manually delivering any filings and payments to the relevant taxing authority in the event that any online Payroll Transaction is rejected, in order to ensure timely receipt of such filing(s) or payment(s) by the taxing authority before the required due date.

5.1.6.2. To be able to electronically file your payroll taxes and other liabilities, whether by transacting directly or by uploading a file from your computer with or to the applicable governmental taxing and revenue authority website (each and all "Payroll Transaction(s)") using the Software, you must have an internet connection, a valid license for a compatible, currently supported and registered version of the Software, and an active Subscription to the Payroll for Desktop Services. If you are located in a country or region (and if the version of the Software you are using has the capability) and if you choose to electronically file your Payroll Transaction by transmitting directly via the Software (and not by manually uploading a file from your computer desktop) to the website of a governmental taxing and revenue authority, the Payroll Transaction will be forwarded to Intuit's Electronic Filing Center where Intuit will convert it to a standardized format and transmit it to the applicable governmental taxing and revenue authority (the "Electronic Filing Services"). 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 each Payroll Transaction for your records. By using the Electronic Filing Services system to prepare and submit Payroll Transaction filings, you consent to the disclosure to the CRA and any other applicable taxing and revenue authority of all information pertaining to your use of the Electronic Filing Services. Use of the Electronic Filing Services system to prepare and submit Payroll Transactions with applicable governmental taxing authorities is subject to availability. If Intuit tells you that information concerning your Payroll Transactions has changed, you must use this corrected information in the future to initiate Payroll Transactions.

5.1.6.3. If you are located in a country or region (and if the version of the Software you are using has capability) allowing for the filing of Payroll Transactions directly with a governmental taxing and revenue authority, then by using the Electronic Filing Services for Payroll Transactions, you authorize Intuit to send Payroll Transactions, electronically or by any other commercially accepted method, to the applicable governmental taxing and revenue authority. You authorize Intuit and its agents (if applicable) to take steps necessary for enrolling you with the appropriate taxing authorities for the purposes of e-filing Payroll Transactions at our discretion. The authorizations in this Section remain in effect until you notify Intuit the authorization is revoked.

5.1.7. Payroll Satisfaction Guarantee. For terms and conditions relating to the Payroll for Desktop Service satisfaction guarantee, see Section 15 below.

5.1.8. Termination and Amendment. For terms and conditions relating to Payroll for Desktop Service or Subscription termination, see Section 14 below.

5.1.9. Restrictions and Limits for Processing Employee Payroll

5.1.9.1 Payroll for Desktop Services Subscription Plan may have restrictions on the number of Employees for whom payroll can be processed. Payroll for Desktop Services or Subscription Plan may be subject to a per-Employee pricing model, and you may have to pay additional fees for each Employee you add. The term, “Employees,” as used in this Section, refers to all employees and contractors paid on the computer(s) used by the individual(s) for whom a Software license was purchased. We may collect and make use of information about how many Employees you pay. Prices are subject to change.

5.1.9.2 If you subscribed to Payroll for Desktop Services Subscription Plan under a pricing option which charges a per-Employee fee each month, you are required to connect to your Payroll for Desktop Service at least once every 30 days.

5.2. QuickBooks Accountant Edition Desktop Software and QuickBooks Accountant Desktop ProAdvisor Program. If you are an active member of the QuickBooks Accountant Desktop ProAdvisor Program:

5.2.1. Your use of QuickBooks Accountant Edition Desktop Software is conditional upon your maintaining your QuickBooks Accountant Desktop ProAdvisor Program membership and/or Subscription in good standing. If you choose to leave the QuickBooks Accountant Desktop ProAdvisor Program, terminate your membership, or otherwise let your membership or Subscription lapse, you will be denied access to all benefits of the QuickBooks Accountant Desktop ProAdvisor Program which include access to the QuickBooks Accountant Edition Desktop Software and all related Services, however, you will retain access to your company data file stored on your device, which can be reinstated to a readable QuickBooks Desktop format (if available) upon your rejoining the QuickBooks Accountant Desktop ProAdvisor Program (if still offered) and paying any applicable subscription, administrative and other fee(s);

5.2.2. In addition to the terms, conditions and restrictions set forth in this Agreement, your membership guide to the QuickBooks Accountant Desktop ProAdvisor Program may set out additional terms, conditions and restrictions (the “ProAdvisor Terms & Conditions”) that apply to you and with which you agree to comply if you continue to participate in the Program after receiving such membership guide. In the event that the terms of this Agreement are inconsistent with the ProAdvisor Terms & Conditions, the terms of this Agreement will control as it concerns the QuickBooks Accountant Edition Desktop Software. Active participants in the QuickBooks Accountant Desktop ProAdvisor Program may have access to additional Intuit products, services or discounts during the term of their Subscription on a when-and-if available basis. Any additional Intuit offerings provided during the active Subscription cease immediately when the active Subscription terminates.

5.2.3. You may not assign or transfer your rights in and to QuickBooks Accountant Edition Desktop Software to any third party without Intuit's prior approval, which may be withheld, and which may be conditional upon the third party agreeing to certain terms and conditions as determined by Intuit in its sole discretion.

6. OTHER SERVICES, TOOLS, AND FEATURES

6.1. Other Intuit Offerings. Active Payroll for Desktop Services subscribers may or may not have access to additional Intuit offerings during the term of their Subscription on a when-and-if available basis. Any additional Intuit offerings provided during the active Subscription cease immediately when the active Subscription terminates.

6.2. Authorized Users; Online Communication and Collaboration

6.2.1. Authorized Users. You agree that granting Authorized Users access to your Software data is voluntary and that you are responsible for revoking any permissions to access your Software and

Software data from such Authorized Users. You are responsible for setting the right data level permissions and are responsible for the actions of the users to whom you grant permissions.

6.2.2. Online Communication and Collaboration. You agree that from time to time you and your Authorized Users may opt to use certain tools available from within the software that facilitates online communication and collaboration. Separate fees, terms and conditions may apply. You agree that if you and your Authorized Users choose to use these online tools, certain of your Software data may be uploaded to Intuit servers in order to provide the online tool functionality to you.

6.3. Beta Features. From time to time, Intuit in its sole discretion, may extend (or otherwise include in or with the Software) the opportunity for you to use or try new or updated Beta Features and 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. Beta Features may not be available to all users, or with or in all software editions or countries.

6.4. Custom Form Designs. If you obtain any images from Intuit to be used as background imagery for forms in the Software forms customization feature (additional fees may apply), you understand and agree that such designs may only be used with your QuickBooks forms. For example, you are authorized to use these images on QuickBooks forms that you print or email. You may also order matching business cards and other promotional print items that Intuit offers. You may also customize QuickBooks forms with these images on behalf of your clients who use QuickBooks. However, you may not resell these images or use them for any other purposes, including use on third party generated materials such as forms, web-based materials, or other custom printed business identity products.

6.5. Data Files Transfer(s) to QuickBooks Online. If available, you may have the option for a limited transfer of data files from select versions of the Software to select versions of QBO (see materials and documentation accompanying the Software for details). The Terms of Service for QBO shall apply to both the transfer of the Software data files and your use of QBO.

6.6. Data Transfer Feature

6.6.1. Using Applications and the Data Transfer Feature. You may have the option to acquire or use Applications and to authorize use of certain Data Transfer features, including via the Software for which additional fees may apply. Those Third Party Applications which may be made available to you, including via the Software, are subject to the third party’s terms and conditions, including their privacy policy. Intuit Applications which may be made available to you are subject to the terms and conditions that accompany that Intuit Application. Some Applications require the use of or access to certain of your Software data. For purposes of this Agreement, the Data Transfer does not apply to Software and Trial versions that do not include access to the Data Transfer feature.

6.6.2. License You Grant By Use of Applications and the Data Transfer Feature. Intuit may use (and provide to third parties) a service for Data Transfer in order to, among other things, facilitate certain interoperability, data integration, and data access between the Software and the applicable Application. By signing up or by using any Third Party Application, you agree that: (i) the Third Party Application provider may have access to and use your applicable Software data to provide to you the particular Third Party Application or related Services per the Third Party Application terms and conditions; and (ii) the Third Party Application provider may transfer your data from the Third Party Application to Intuit for Intuit’s use per the terms of this Agreement. You grant Intuit all rights to use your Software data as reasonably necessary to facilitate the Data Transfer to or from Third Party Application providers and you acknowledge that Third Party Application providers may be located in a country that does not have

adequate security controls to protect your Software data. Please carefully review the Third Party Application terms and conditions. If you do not agree with the terms and conditions of any Third Party Application, including Data Transfer, you should not use or access the Third Party Application or permit it to have access to your Software data. Please contact the Third Party Application provider for technical issues with the Third Party Application or Data Transfer to and from the Software and Third Party Application. You agree you are solely responsible for your use of Third Party Applications and for the use and security of any Software data you choose to share with Third Party Applications. If you want to revoke your authorization to provide your Software data to a Third Party Application, Intuit may provide a feature within the Software or on a website for the Software to allow you to disable such third party access. You acknowledge that turning off such access may affect an Application’s functionality or features, and that, you remain liable to the Third Party Application provider for any fees charged to you.

6.6.3. Intuit Has No Responsibility for Third Party Applications or Related Data Transfers. You agree and acknowledge that (i) Intuit has no control over any Third Party Applications; and (ii) Intuit does not endorse or recommend Third Party Applications even if they are marketed or distributed via our Software, Services, or other products or websites, or otherwise associated with Intuit. You agree that the Third Party Application providers, and not Intuit, are solely responsible for the Data Transfer, the accuracy of the data, the Third Party Application’s performance (including technical support), the content on the Third Party Application provider’s website(s) and their use or disclosure of your data. Intuit will not be liable for any damages, claims or liabilities arising from the third parties or Third Party Applications.

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

6.7 Data Import. The Software may include a feature that allows you to import, where applicable, certain information from eligible third parties using the Intuit Interchange Format (IIF) or another data format authorized by Intuit. You are responsible for verifying the accuracy of the information that is imported. This functionality is limited to those data types and formats that the Software can read. If the data type or format is not supported, you may need to manually enter your data. You represent that you have the necessary rights to permit any such data import from your third parties. Third parties are not affiliated with or endorsed or sponsored by us.

6.8. Financial Institution Services

6.8.1. 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 institution (“FI Services”), including online banking. 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 and allow the Software to access your account(s) and download transactions into the Software. You acknowledge and agree that Intuit (i) has no control over the FI Services or access to the FI Services as may be permitted by your financial institution(s); (ii) does not guarantee that you will be able to use the Software with the FI Services; and (iii) 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.

6.8.2. Collection of Financial Institution Account Data. You acknowledge that in accessing any 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 of the Software for purposes of the Fi Services, 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) in order for you to access the FI Services. You acknowledge that Intuit is not responsible for the completeness or accuracy of your FI Account Data before and after either you or Intuit reformat or manipulate the data. You hereby represent that you are the legal owner of your FI Account Data and that you have the authority to appoint, and hereby expressly do appoint Intuit as your agent with limited power of attorney to access and retrieve your FI Account Data on your behalf.

6.8.3. Information from Financial Institutions’ Websites. You acknowledge and agree 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 FI Services and prevent or delay the FI Services from such websites; and (iii) the Software refreshes the Software account data by collecting the FI Account Data automatically or manually (depending on your financial institution or any changes by you that may require updating), 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 the Software account data, and in any case before making any transactions or decisions based on such account information presented in the Software, you must check the last refresh date for the account and confirm the FI Account Data and manually update such data as necessary.

6.9. Social Media Sites. As described furthest above in Section A.5.2, the Software may provide social features or opportunities for experiences on social platforms such as Facebook®, Twitter®, and LinkedIn® that enable or facilitate online sharing and collaboration or the ability to exchange content, materials, and information amongst users of that social platform and the public. Any content or materials 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.

6.10 QuickBooks Desktop File Doctor Service. You may be able use the QuickBooks Desktop File Doctor Service to capture certain financial information which has become unusable, or if you desire to create a new data file, subject to the terms set forth below. QuickBooks Desktop File Doctor Service includes the following: Intuit Data Services; the File Doctor Diagnostic Tool and Data Recovery Support and Password Removal. Separate fees, additional terms and conditions may apply.

QuickBooks Desktop File Doctor Service is designed to help you to fix certain types of file and/or data corruption, Windows setup problems, and network setup problems and test your network, and help resolve network problems that affect QuickBooks Desktop. Any access or use of QuickBooks Desktop File Doctor Service from or with QuickBooks Desktop shall also be subject to and governed by the terms of the End User License Agreement for QuickBooks Desktop Software, applicable to your licensed version (the “QB Desktop EULA”) and is also subject to Intuit’s discontinuation policy as described in the QuickBooks Desktop EULA and also at quickbooks.ca or other location as posted by Intuit.

If you select the Data File Transfer option, you acknowledge and agree that, while the QuickBooks Desktop File Doctor Service can typically be performed within the estimated times shown on the QuickBooks website, these times are estimates and additional time may be needed by Intuit to complete the Services depending on your specific needs with unusable data or a corrupted file, or due to circumstances beyond our control.

Intuit will notify you by email or phone when the QuickBooks Desktop File Doctor Service is complete and the Data files are deliverable, if any, and are available for retrieval. You must retrieve any such Data files by downloading them from the Intuit website within ten (10) business days or by any other means Intuit makes available to you after notice of completion of the Services is given. Intuit will not be responsible for and may delete any such files after 10 days.

7. ACQUIRING A PAYROLL FOR DESKTOP SERVICES SUBSCRIPTION

7.1. You Must Be a Licensed QuickBooks Desktop Software User to Subscribe to Payroll for Desktop Services. Whether you purchased your Software license on a standalone or Subscription basis (depending on your location and the purchase options available to you), you may obtain a monthly or annual subscription to the Payroll for Desktop Services, where available from Intuit depending on the version of the Software or Subscription you obtain, by going to the QuickBooks web site, http://www.quickbooks.ca. You must be a licensed subscriber or licensed user of the latest QuickBooks Desktop software version or Update in order to use or continue to use the Payroll for Desktop Services. Restrictions, additional terms, and fees apply. If you purchased a Subscription to QuickBooks Desktop Enterprise, the Payroll for Desktop Services is included.

7.2. Use of Services May Require Acceptance of Additional Terms. The Services, including but not limited to the Payroll for Desktop Services, or other Services, Applications, tools, features, and Subscriptions, may be accompanied by (and use or continued use subject to this Agreement and your acceptance of) separate agreements, terms, and conditions, as well as payment of any applicable fees.

7.3. Updates and Upgrades. For additional information about Payroll for Desktop Service Updates, Upgrades, and eligibility see Section 10 below.

8. PAYING FOR YOUR SUBSCRIPTION PLAN AND ANY SERVICES. When you subscribe to a paid Subscription Plan or any Services, you must have a valid credit card or a valid debit card with a Visa or MasterCard logo ("Card") or sufficient funds in an acceptable checking or savings account to cover an electronic debit of the initial and recurring Subscription fee to obtain (and to maintain uninterrupted) the applicable Subscription. The information you provide must be accurate and complete. When you subscribe and provide payment information, your Card or bank account will be debited (initially), and will be thereafter automatically re-debited, at the then current Subscription rate, at the beginning of each applicable monthly, quarterly, or one-year Subscription Plan term ("Renewal Term") to maintain the applicable Subscription. You may notify us at any time to cancel a Subscription. To help minimize the potential for unwanted Renewal Term charges, you should notify us of your desire to cancel a Subscription Plan prior to the beginning of the next Renewal Term.

9. WARRANTY DISCLAIMER

9.1. General. For general Software warranty disclaimers, see Section A.7.1., and Section A.15., (for Québec consumers).

Additional warranty disclaimers are provided below.

9.2. Payroll Tax Tables. YOU ASSUME FULL RESPONSIBILITY FOR YOUR SELECTION OF THE TAX TABLE TO ACHIEVE YOUR INTENDED PURPOSES, FOR THE PROPER INSTALLATION AND USE OF ANY TAX TABLE, AND FOR VERIFYING THE RESULTS OBTAINED FROM USE OF THE TAX TABLES. INTUIT AND ITS SUPPLIERS DISCLAIM AND EXCLUDE ANY TERM, REPRESENTATION, WARRANTY, OR CONDITION THAT ANY TAX TABLE OR FUNCTIONS CONTAINED IN ANY TAX TABLE WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF THE TAX TABLES WILL BE UNINTERRUPTED OR ERROR FREE.

10. RECEIVING SOFTWARE UPDATES; UPDATE AVAILABILITY, REQUIREMENT TO INSTALL, AND ELIGIBILITY FOR UPGRADE(S)

10.1. Receiving Software Updates. If and when you connect to the internet and use the Software, Intuit may also include Updates in the transmission or install programs you may have requested. Updates may sometimes include bug fixes or other important or critical patches. You are required to install all Updates promptly in order to ensure full functionality of the QuickBooks Desktop software and we recommend that you turn on ‘auto update’ to help ensure timely receipt of all such Updates. If you

fail to download and install a required Update or Upgrade (if made available) within a timeframe required by Intuit, Intuit may immediately terminate your Subscription and your license to use the Software, any Services, and Payroll for Desktop Services, and may terminate your access to all such entitlements. Additionally, certain Updates may require you to Uninstall and re-install the QuickBooks Desktop software to continue your eligibility to receive all future updates, including critical updates.

10.2. Update Availability and Eligibility for Upgrade Based on Software License Type. In exchange for your continued compliance with this Agreement and any changes or modification to this Agreement made by Intuit, and your timely payment of all Subscription and other required fees, you shall have access to the purchased Software or Subscription in accordance with the following provisions:

10.2.1. Software Licensed on a Subscription Basis. If you purchased a Subscription based license for the Software, which generally means that you will be paying for your use of the Software on a monthly or annual basis then, so long as your Subscription remains active and so long as Intuit is offering Subscription renewals and receiving the applicable payment from you, you are entitled to receive as part of your active Subscription: (i) access to the features of the Software subscribed to by you; (ii) Updates on a when-and-if available basis; (iii) certain additional products, add-ons or other Services, and/or discounts generally provided by Intuit to all subscribers, when-and-if they should be made available to you (such products, add-ons or other Services may be accompanied by, and use subject to, additional terms, conditions, and fees); and (iv) for subscribers under certain qualifying Subscriptions only, the right to receive new releases (i.e., Upgrades) of the Software when-or-if they are made available. Software licensed on a Subscription basis is eligible for Updates only during the active Subscription period. Updates do not include future Upgrades to the Software. Upgrades are only offered on a when-or-if available basis and only to active subscribers under certain qualifying Subscriptions. If you are entitled to receive an Upgrade (if made available by Intuit) under an active qualifying Subscription, you may be required to accept different or additional software license terms and conditions as provided. Additionally, if you have purchased a Subscription that includes support, or if you have subscribed to a separate support Services plan, you will also be entitled to receive support Services as described in Section 12 below. If the term of your Software, Services, or other Subscription expires or is terminated for any reason, you will no longer be authorized to receive or install such Updates and you will no longer be entitled to receive Upgrades (if any).

10.2.2. Payroll for Desktop Services. All Payroll for Desktop Services interoperate only with compatible, supported versions of the Software. Installation of all Updates or Upgrades (if available) will be required to continue accessing and using Payroll for Desktop Services; so from time to time you may be required to install Software Updates) or Upgrades (if made available), or allow Intuit to install them electronically, to be able to continue using the applicable Payroll for Desktop Service.

11. DELIVERY OF SOFTWARE ELECTRONICALLY OR VIA PHYSICAL MEDIA. As determined by Intuit in its sole discretion, the Software, Subscription, and related Services may be provided via physical media (e.g. DVD) and/or electronically via the internet. You may be charged an additional fee if Intuit makes the Software, Subscription, or Services available electronically and via physical media, or different media form or format (some of which could be fee-based) and you choose physical media (if available) or otherwise choose the form or format which is identified as having an additional fee. Any software that is delivered by electronic transmission (regardless of whether a replacement copy is ordered) will be deemed delivered on the date that Intuit makes such program available for download. It is your sole responsibility to establish and maintain in good working order adequate internet access in order to receive the Software, Subscription, or related Services, if applicable, as well as the computer via which you will access or use any of these.

12. HELP AND SUPPORT

12.1. Support Services. Support Services are technical assistance and customer service provided by Intuit in connection with Software, Services, or Subscriptions using various means, including in-product, internet, chat, e-mail, and telephone, some of which may require payment of additional fee(s). The terms and conditions governing the offering or provision of support Services are subject to change as may be announced by Intuit from time to time. Please consult the QuickBooks support website (currently accessible at https://quickbooks.intuit.com/learn-support/ca-quickbooks-community/misc/03/community-ca?setpreftlc=community-ca) for the most up-to-date information relating to support and any associated fees, as well as Updates to the Software. By using QuickBooks support Services, you authorize Intuit to collect certain company data files in order to provide you with a better customer support experience.

12.2. Support Services Fees. Only subscribers with (active, paid accounts in good standing and) specified Subscriptions and an included or paid support plan have access to the support Services. If your particular Subscription plan does not include support, you will have to pay a fee to access the support Services. Availability and access to all Services, including Support Services for your Software, is subject to the then-current Intuit discontinuation policy applicable to your particular Software version (see below).

13. DISCONTINUATION POLICY AND END OF SOFTWARE SUPPORT

13.1. Discontinuation Policy; Software Support End-Date; Non-Supported System Requirements, Services, or Software

13.1.1. Discontinuation Policy (Software End-of-Life). The Intuit Software is subject to Intuit's discontinuation policy and Intuit reserves the right to discontinue all support for the Intuit Software, and/or for any features, online or other Services or content accessible through the Intuit Software in accordance with its current discontinuation policy. If the Intuit Software offers Services that require a connection to an Intuit server (including internet-based Services), such as downloading financial data from a participating bank, credit union, credit card, brokerage, mutual fund accounts, online bill paying, and downloading currency exchange rates, such Services may expire in accordance with Intuit's current discontinuation policy. Once an Intuit Software version or its support is discontinued, no replacement CDs or future support or Updates, will be provided or made available by Intuit for that particular Software version. You understand that discontinued Software versions (i.e., Software versions for which support and Updates are no longer provided) may in the future be vulnerable to un-patched issues, including bugs, security, and other risks, and that Intuit is not responsible for your continued use of such Software.

13.1.2. Intuit Software Support Discontinuation or End-Date.

Subject to Intuit’s discontinuation policies or any Subscription terms Intuit may provide you which require you to Update or Upgrade the Software in order to continue use and support, Intuit will provide support for QuickBooks Desktop 2023 Software until the earlier of:

(a) the date your current-term Subscription expires (including if you fail to renew or decide not to renew);

(b) the date on which you must update or upgrade the Software due to a required Subscription plan Update or Upgrade of the Software, as required by Intuit; or

(c) the date on which Intuit discontinues the Software and no longer offers Subscription renewals.

13.1.3. Non-Supported System Requirements, Services, or Software (i.e., no longer supported by their third party providers). System requirements and operating environments for use of the Software as designed, including currently-supported operating systems, database engines, browsers and other technical components are available on the website for the Software. Notwithstanding anything above to the contrary, Intuit will not provide (and is not in any way liable to you for) Software support for Services, software, or system requirements or operating environments, including any operating system, database server or browser version, or other technical component, that is unsupported by its originating third party provider. In the event that any currently-supported Services, software, system requirement or operating environment, or other technical component is discontinued or no longer supported by its provider, Intuit

will likewise discontinue its Software support for that particular Service, software, system requirement, operating environment or system, database server or browser version, or other technical component.

14. TERMINATION

14.1. General. Support for the Software will be discontinued or terminated as described above in Section B.13. Your rights to use the Software, including your access to and use of any Services or Subscription, may be terminated by Intuit immediately and without notice in accordance with the termination provisions of this Agreement, including those above in Section A.10., or in this section B.14., including if at any time you fail to comply with any term or condition of this Agreement. The Software shall be disabled on your computer(s) and shall be unable to be installed or reinstalled, and Support for the Software, as well as your access to and use of any Services or paid add-on services, will be discontinued or terminated when your Software Subscription is terminated or expires, or when Intuit decides to discontinue the Software. You understand and agree that Intuit reserves the right to cease offering renewal of any Subscription or Service at the end of your then-current Subscription term.

14.2. Payroll for Desktop Services

14.2.1. Your rights to any Payroll for Desktop Services Subscription may be terminated by Intuit if Intuit is unable to debit your payment method in accordance with this Agreement, Intuit will not provide refunds for any Payroll for Desktop Services outside of the 60-Day Satisfaction Guarantee period described in Section 15 below. Intuit has the right to change or add to the terms or conditions of any Payroll for Desktop Service or Subscription Plan 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 for Desktop Service and/or the amount of the Subscription fee and/or any renewal or Renewal Term fee, and to change, delete, discontinue or impose conditions on any feature or aspect of the Payroll for Desktop Service. In this event, you will receive notice of such change, typically via email or on the https://quickbooks.intuit.com/ca/ website. For the latest version of the terms or conditions of the applicable Payroll for Desktop Service, go to https://quickbooks.intuit.com/ca/payroll/, or such other page or site designated by Intuit. Intuit further reserves the right to cease offering you Subscription renewal and continued access to and use of Payroll for Desktop Services after expiration of your current Software Subscription.

14.2.2. In addition to termination of your rights as described above, you understand that if you subscribe and use any Payroll for Desktop Service to process payroll fraudulently, Intuit will share your name and other information we collect with similar payroll processors in an attempt to collect outstanding amounts you owe to Intuit and other payroll processors.

14.3. Termination of a Subscription by You. A Subscription is cancellable by you in accordance with this Agreement, but you will not be entitled to any refunds if you cancel after the 60-Day Money Back Guarantee period described in Section 15 below. If you cancel your Subscription or if we do not receive the payment for your Subscription, or if the Subscription is in any way terminated in accordance with the terms of this Agreement, you will no longer have access to the Software and all related Services upon the expiration of the current Subscription term, but you will retain access to your company data file stored on your device, which can be reinstated to a readable QuickBooks format upon reactivation of your Subscription or with the purchase of a license to the Software.

15. 60-DAY SATISFACTION GUARANTEE

15.1. General. If within 60 days of purchase, you are not satisfied with the Subscription, Software, and/or Service, Intuit’s entire liability and your exclusive remedy shall be as follows: you may cancel your order for a full refund (minus applicable shipping, handling and support/service fees) if within 60 days of purchasing the Software or first signing up for the Subscription you: (i) Send your notice of cancellation, along with the Software and all items provided to you as part of the Services, and documentation evidencing the date and amount you paid for your Subscription to: Intuit Canada, 5100 Spectrum Way, Mississauga, Ontario, L4W 5S2, Canada; (ii) Delete any Software and documentation downloaded or

loaded onto your computer; and (iii) Destroy any and all copies made by you (or with your permission) of any portion of the Software. Intuit will not provide refunds outside the 60-Day Satisfaction period.

16. LIMITED WARRANTY

16.1. Tax Tables. Intuit warrants that the tax table(s), if and when made available by Intuit, will operate substantially as described in the related documentation. The tax table is designed to provide you with information only and you understand and agree that Intuit is not engaged in rendering legal, accounting or other professional advice or services. If legal advice or other expert assistance is required, you should seek the service of a competent professional. It is your responsibility to be knowledgeable of tax table changes that affect you and to ensure that you follow these changes by law.

16.2. If a DVD is Defective within 60 Days of Shipment. Intuit warrants that any DVD or other media (collectively, "DVD(s) or Media") that may be provided to you as part of the Software or in relation to the Subscription, when under normal use, shall be free from defects in material and workmanship for 60 days from the date of shipment of the DVD(s) or Media to you. For DVD(s) or Media that do not operate as warranted, Intuit shall, at its option, repair/replace the DVD(s) or Media at no additional cost to you provided that you send Intuit a replacement request, the defective DVD(s) or Media, and documentation evidencing the date and amount for which you subscribed to the Subscription (e.g., dated receipt, shipping invoice) under Section 3.1.4 or paid for the Software under Section 3.1.2, prior to the expiration of the 60 day warranty period.

16.3. If a DVD is Defective More than 60 Days After Purchase. If you identify a defect after the warranty period, Intuit may, at its sole discretion, make either a replacement digital copy of the Software available to you via download or a replacement DVD(s) or Media available if you send to Intuit: your replacement request, the defective DVD(s) or Media, and a cheque made payable to "Intuit Canada" in the applicable amount plus applicable tax. For all orders fulfilled within Canada, please add all applicable goods and services tax, harmonized sales tax and provincial sales tax as well as tax on shipping and handling based on your shipping address. Any request for the replacement of defective DVD(s) or Media (with the items identified in this Section) must be sent to Intuit Canada, 5100 Spectrum Way, Mississauga, Ontario, L4W 5S2, Canada.

16.4. If a DVD or Software Included or Pre-Installed with Your Purchased Computer is Defective or Functioning Improperly. If the Software was pre-installed on your computer when you bought it, or if DVDs came packaged with your computer at no extra charge, and the Software is defective or was installed improperly, you must obtain a replacement DVD or authorized download from the company that manufactured your computer, at its option and according to its terms, by sending your request stating the nature of the problem, plus a copy of your dated receipt for the computer on which the Software was installed, to the manufacturer of the computer.

16.5. If You Obtained the Software by Download from an Authorized Third-Party Website. If you obtained the Software by downloading it to your computer and the Software installed improperly, contact the provider of the download site.

17. INTUIT’S ENTIRE LIABILITY AND YOUR EXCLUSIVE REMEDIES. SECTION A.8., AND SECTION B.15. AND B.16. OF THIS AGREEMENT SET FORTH INTUIT'S SOLE AND ENTIRE LIABILITY AND YOUR EXCLUSIVE REMEDIES IN THE EVENT OF YOUR DISSATISFACTION WITH THE SUBSCRIPTION, THE SOFTWARE, DEFECTIVE DVDS OR APPLICABLE SETUP SERVICE, UPDATE SERVICE, TECHNICAL SUPPORT/SUPPORT SERVICE PROVIDED AS PART OF OR IN CONNECTION WITH THE SUBSCRIPTION OR THE SOFTWARE.

18. NO ADVICE. As stated in Section A.6.1., Intuit does not give professional advice. Neither the Software, nor any Services or Subscriptions (including but not limited to any Payroll for Desktop Services, tax tables, or other Services, features, or offerings) provided or made available to you by Intuit or otherwise accessible for your use in, through, or in connection with the Software, include or facilitate

access to the internet for connecting to any Service or otherwise, and neither furnishes or constitutes legal or professional services or advice, advice of deductions, or advice or information regarding any selected tax table or local, governmental, or other taxes.

19. PRIVACY AND PERSONAL INFORMATION. In addition to the terms governing Privacy and personal information as described in Section A.4., and elsewhere in Section B, the following terms also apply:

19.1. QuickBooks Desktop software is a web-enabled desktop product. When you are connected to the internet from within QuickBooks Desktop software, we may deliver product updates, messages, service information and help content. With consent obtained within the product, we may also collect data about you and your use of the Software. This data helps us determine where the Software is most effective and what Intuit services help you manage your business most effectively. In addition, if you elect to use online products such as online Payroll, data will be collected and used in accordance with Intuit’s Privacy Policy.

Rev. July 2022