TERMS OF SERVICE

Terms below apply to all non United States, United Kingdom, Australian, and Canadian customers, the terms of which are separately located at Intuit's Terms Page

Section A Rev 03252024

Introduction and Overview                                             

Thank you for choosing our services offered by The Rocket Science Group LLC d/b/a Intuit QuickBooks, a United States company having offices in 675 Ponce deLeon Ave NE, Suite 5000, Atlanta, Georgia, 30308. We provide a platform (the “Platform”) that encompasses (1) a variety of services, including QuickBooks (each, a “Service”); and (2) installable software (including mobile applications), any accompanying documentation, and any updates to such software or documentation (collectively, “Software”). The Rocket Science Group LLC, along with any parent, subsidiary, affiliate, or related companies (including those listed here and at https://www.intuit.com/legal/intuit-group-companies/) are referred to in these provisions as “Intuit Group Companies” or simply “Intuit” or “us.”

When you use the Platform, you enter into a binding contract with us. Each section of the agreement begins with an italicized annotation that is intended to help you navigate the agreement. The annotations do not completely summarize the agreement, though, and you should read each section carefully and in full. We’ve also bolded a few areas that talk about important legal rights, and you should be sure to read those sections carefully. These provisions in Section A apply to the Platform generally and are separate from the provisions in Section B which include additional provisions for your use of specific Intuit Software or Services.

If you are an individual acting on your company’s or client’s behalf, you accept these provisions on their behalf and the term “you” will refer to you, your company, or your client.

Agreement to These Terms

You need to agree to these terms to use our Platform. By using the Platform, you are instructing us to share your data across our Platform for marketing, eligibility, and other purposes described in our Global Privacy Statement, consistent with applicable law. This data may include credit information and other information we obtain from third parties.

To access and/or use the Platform, you acknowledge and agree:

To the terms and conditions of this agreement (“Agreement”), which includes:

• Intuit’s Global Privacy Statement;
• The current version of the terms set out in Section A and Section B;
• Any additional provisions and conditions provided separately to you for your use of the Platform, which may include terms and conditions from third parties (which we refer to as “Additional Terms”);
• You are at least 18 years of age;
• You are capable of forming a binding contract with Intuit;
• You are not based in comprehensively embargoed and comprehensively sanctioned jurisdictions, including Cuba, Iran, North Korea, Syria and the regions of Crimea, Zaporizhzhia and Kherson, the Donetsk People's Republic (DNR) and Luhansk People's Republic (LNR) in Ukraine, and Russia , or are not otherwise prohibited from using the Platform under the laws and regulations of the United States, or any other applicable jurisdiction; and
• You are not included in lists maintained by the United States or other applicable jurisdictions prohibiting transactions with and the export of US products to certain entities, people, and jurisdictions.

You understand that by using certain Services, you are providing written instructions in accordance with the Fair Credit Reporting Act and other applicable law to permit Intuit Inc. and its affiliated companies to obtain and periodically refresh your credit information and other information about you from third parties for marketing, eligibility, and other purposes described in Intuit's Global Privacy Statement. You understand that your instructions authorize Intuit and its affiliated companies to obtain such information now and periodically in the future for as long as you have a registered Intuit account. We will stop refreshing your credit information when you cancel your account through your account settings.

Your Personal Information

We want to be transparent about how we use personal information and about your rights in our Privacy Statement. You should only provide us with personal information of others if you have received permission to do so.

You agree that Intuit may use and maintain your personal information according to Intuit’s Global Privacy Statement and any changes published by Intuit.

To the extent we allow you to input personal information (as the term is defined under applicable law) about other individuals other than yourself, you represent and warrant that you have complied with all applicable laws and received the proper authority or consent to allow us to collect and process such information to operate our business, in accordance with our Global Privacy Statement.

Changes

Change happens. When it does happen, we will update this Agreement. If the changes are material, you may need to accept the changes to use the Platform. Similarly, there may be circumstances where we need to update or discontinue the Platform.

We may modify the provisions of this Agreement at any time. We may notify you of such modifications by posting through the Platform or on our website or by other means. It is important that you review this Agreement whenever we modify it because your continued use of the Platform indicates your agreement to the modifications.

In some cases, you may need to accept changes to this Agreement to continue using the Platform. If you do not agree to the changes, you may stop using the Platform or terminate your account.

Similarly, we may update the Platform, including with tools, utilities, improvements or third party applications. You agree to receive these updates. We may further modify, suspend or discontinue the Platform at any time. You agree that we will not be liable to you or any third party for any modification, suspensions, or discontinuance of the Platform.

Your Rights to Use the Platform

You can use our Platform for your own lawful use or as otherwise permitted under this Agreement.

Except as set forth in the Section B terms, you may access and use the Platform for your own internal, lawful and non-commercial purposes only.

Beta Features

We may provide you with access to beta features in the Platform. You are free to use them, but they are provided as-is.

We may include new and/or updated pre-release and trial features in the Platform and such features are provided as-is. Your use of such features is at no additional cost but you must follow additional rules or restrictions that we may place on their use.

Account

You will provide accurate, up-to-date account information and securely manage such information.

You may need to sign up for an account to use the Platform. We may need to verify your identity and you authorize us to collect information (e.g., date of birth, address) from you to do so (collectively, with all information requested to enable your account, “Account Information”). You will provide accurate, up-to-date Account Information, and we disclaim any liability arising from your failure to do so. Such failure may further limit your ability to use the Platform and affect the Platform's accuracy and effectiveness.

You are responsible for securely managing your Account Information, including any password(s) for the Platform. You will notify us immediately if you believe that your Account Information or device you use to access the Platform has been lost or stolen or that someone is using your account without your permission.

Payment & Cancellations

Some Services may be free, others may have costs associated. For those with costs, we may charge your payment method for fees or on a subscription basis. You may cancel your subscription at any time (but you may not receive a refund).

We may require payment of fees or a subscription charge for use of the Platform (or certain portions of the Platform) and you agree to pay such fees. If you registered for a trial, you may need to purchase the Platform before the trial ends in order to retain access to any content provided to, or created through, the Platform. 

Payments will be billed in Euros, U.S. dollars, or other currencies which may be made available (plus any and all applicable taxes, including without limitation VAT, GST, and SST), as shown in the product ordering and subscription terms. Your account will be debited when you subscribe and provide your payment information, unless stated otherwise in the program ordering or payment terms on the website for the Services., and your account will be charged upon purchase and when you provide your payment information, unless stated otherwise in applicable payment provisions. If your payment information is not accurate, current, and complete, we may suspend or terminate your account. If you do not notify us of updates to your payment information, we may participate in programs supported by your card provider to try to update your payment information, and you authorize us to continue billing your account with the updated information that we obtain.

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

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

You may be charged a subscription fee in advance on an annual basis or other recurring interval disclosed to you prior to your purchase. For annual subscriptions, we will send you a reminder with the then-current subscription fee no less than thirty (30) days and no more than sixty (60) days before your subscription term ends, or otherwise as required by applicable law. Intuit may change the price for recurring subscription fees from time to time with notice to you. Price changes will take effect at the start of the next subscription period following the date of the price change. If you do not agree with the price change, you may unsubscribe prior to the price change going into effect.

Your payment to Intuit will automatically renew at the end of the applicable subscription period but you can cancel a subscription at any time. Subscription cancellations will take effect the day after the last day of the current subscription period. If you cancel in the middle of a subscription period, you will be able to continue to access and use the applicable Service until the end of your subscription period. We do not provide refunds or credits for any cancellations or partial subscription period.

Mobile App Use

Mobile versions of our Platform may be available for download but you must follow applicable third-party terms when using them.

The Platform may be available through one or more apps for a compatible mobile device. You agree that you are solely responsible for any applicable changes, updates and fees as well as complying with the provisions of your agreement with your telecommunications provider and any third-party mobile app marketplace.

With respect to the applicable Software, you are only granted limited rights to install and use the Software you have downloaded, signed up for or for which you have purchased a license or acquired a free trial. Intuit reserves all other rights in the applicable Software not granted to you in writing in this Agreement. Conditioned upon your compliance with the terms and conditions of this Agreement (including all payment obligations), Intuit grants you a personal, limited, nonexclusive, nontransferable, revocable license to use the applicable Software only for the period of use provided in the ordering and activation terms (as applicable), as set forth in this Agreement or in Intuit’s then-current product discontinuation policies (as updated from time to time) and only for the purposes described by Intuit for the applicable Software.

You acknowledge and agree that such Software is licensed, not sold. 

Advice and Third Party Services and Products

You may have access to third-party products. Any such products are not covered under this Agreement.

Intuit is not in the business of providing legal, financial, accounting, tax, health care, insurance, real estate or other professional service or advice, and you should consult with professionals for advice prior to making important decisions in these areas.

The Platform may also include information about or offers for third-party services or products or allow you to connect your account to or otherwise access third-party services or products. Intuit does not warrant, and is not responsible for, such third party services and products or claims made about them, or the actions or inactions of any third party. You must review and comply with any Additional Terms. Intuit may be compensated by those third parties, which could impact whether, how and where the services and products are displayed.

Content and Data

What’s yours remains yours, what’s ours remains ours, but we may use information you provide to improve our Platform. 

You are solely responsible for anything you write, submit, receive, share and store or any data you input into the Platform (collectively, your “Content”). Content includes, but is not limited to, data, information, materials, text, graphics, images, audio, video that are uploaded, transmitted, posted, generated, stored, or otherwise made available through the Platform. You have no obligation to provide any content to the Platform, and you’re free to choose the content that you want to provide. You acknowledge certain functionality in the Platform may be dependent on the provision of Content and may not be available without such Content.

Your Content remains yours, which means that you retain any intellectual property rights that you have in your Content. By sharing your Content on the Platform, you hereby grant Intuit a license to use your Content, as described in more detail below.

1. What's covered

This license covers your Content to the extent your Content is protected by intellectual property rights.

2. Scope

This license is:

Worldwide, which means it’s valid anywhere in the world;

Non-exclusive, which means you can license your Content to others; and

Royalty-free, which means there are no fees for this license

3. Rights

This license allows Intuit to:

Host, reproduce, distribute, communicate, sublicense and use your Content — for example, to save your Content on our systems and make it accessible from anywhere you go;

Publish or publicly display your Content, if you’ve made it visible to others; and

Modify and create derivative works based on your Content, such as reformatting or translating it

4. Purpose

This license is for the limited purpose of:

Operating, providing and improving the Platform, which means allowing the Platform to work as designed and creating new features and functionalities.

5. Duration

This license lasts for as long as your Content is protected by intellectual property rights.

Intuit may collect, derive or generate deidentified and/or aggregated data regarding your usage of or the performance of the Platform, including data derived from your Content. Intuit will own all such data and may use this data without restriction, including, but not limited to, operating, analyzing, improving, or marketing Intuit’s products and services, including the Platform.

As between you and Intuit, Intuit and its licensors retain all right, title or interest in and to the Platform, except for the rights granted to you.

Prohibited Uses

We expect you to obey the law and follow certain rules in using the Platform.

Intuit does not condone or support any activity that is illegal, violates the rights of others, harms or damages Intuit’s reputation, or could cause Intuit to be liable to a third party. At minimum, you may not use the Platform to:

• Violate any law, regulation, executive order or ordinance, including through actions that give rise to criminal, civil, administrative or regulatory liability and/or fines;
• Post, generate, or share Content that is or may be illegal or inappropriate, including material that may be defamatory, obscene, harassing, offensive, fraudulent, objectionable, false or misleading, or infringing;
• Transmit any virus, trojan horse, or other disruptive or harmful software or data;
• Send any unsolicited or unauthorized advertising, such as spam;
• Impersonate or misrepresent your affiliation with Intuit;
• Reproduce, modify, resell, license, or provide free or unauthorized access to the Platform or make the Platform available on any file-sharing, virtual desktop or application hosting service;
• Attempt to reverse engineer, decompile or disassemble in any way any of the Platform;
• Engage in unauthorized access, monitoring, interference with, or use of the Platform or third party accounts, information (including personal information), computers, systems or networks, including scraping or downloading content that doesn’t belong to you;
• Use the Platform for general archiving or back-up purposes; or
• Encourage or enable any other individual to do any of the above or otherwise violate this Agreement.

We take copyright seriously at Intuit. We respect the copyrights of others and expect you to do the same. If you repeatedly infringe the copyrights of others, we may terminate your account.

Intuit may terminate your use of the Platform based on our reasonable suspicion that your activities, business or products are objectionable or promote, support or engage in any of the prohibited uses described above.

Intuit may (but has no obligation to) monitor the use of the Platform or Content and may edit or remove any Content. We may disclose any information necessary to satisfy our legal obligations, protect Intuit or its customers, or operate the Platform properly.

Community Forums; Feedback

You may be able to communicate with others through our Platform but please be respectful. Suggestions you provide for improving our Platform may be used freely by us.

The Platform may include a community forum or other social features that enable you to exchange Content and information with other users of the Platform and the public. Intuit does not support and is not responsible for the Content in these community forums. Please be respectful 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.

You may provide Intuit your feedback, suggestions, or ideas for the Platform. You grant Intuit a perpetual, worldwide, fully transferable, sub-licensable, irrevocable, fully paid-up, royalty free license to use your feedback, suggestions, and ideas in any way, including in future modifications of the Platform, other products or services, advertising or marketing materials.

Chatbots

We may use Chatbots to optimize your experience. These technologies are evolving and may have limitations.

When you use the Platform, you may use or interact with automated features like chatbots, digital assistants, conversational experiences powered by artificial intelligence, or similar technologies (“Chatbots”). Information generated by Chatbots may not be unique.

While Chatbots are designed to improve your experience, these technologies are evolving and may have limitations such as generating outputs that are inaccurate or inappropriate to your situation.

Termination

You may cancel your account and Intuit may suspend or terminate your use of the Platform. For mobile apps, removing the app may not cancel your subscription or delete your data.

This Agreement is effective until your subscription expires or you cancel your account or Intuit terminates this Agreement (or your account). Intuit may terminate this Agreement (and your account) or suspend the Platform at any time in our discretion.

Please note that removing an Intuit mobile app from your device may not cancel your subscription or delete your data. If you want to cancel your subscription for a Service, please follow the applicable Service instructions. If you wish to delete your data from a Service, please log into One Intuit Account Manager and follow the instructions under the respective data and privacy settings or follow the instructions in our Global Privacy Statement.

Effect of Termination

You must stop using the Platform once your subscription expires or you cancel your account (or if this Agreement or your account is terminated).

Upon expiration of your subscription or cancellation of your account, or Intuit’s termination of your account or this Agreement, you must immediately stop using the Platform and pay all fees for Platform used. No expiration or termination will affect your obligation to pay all fees due or that may have accrued through the effective date of expiration or termination or entitle you to any refund.

Survival

There are a few parts of this Agreement that will continue to apply after termination.

The following Sections will survive any termination, discontinuation or cancellation of the Platform or your account: “Your Personal Information,” “Payment and Cancellations” (with respect to fees due and unpaid), “Content and Data,” “Community Forums; Feedback,” “Effect of Termination,” “Disclaimers,” “Limitation of Liability,” “Indemnity Obligations,” “Disputes,” and “General Terms (Miscellaneous)”.

Intuit Communications

We may contact you from time to time to support your use of the Platform.

In order to properly support and serve you, we occasionally need to reach out and contact you, and may do so in a variety of ways such as via text message, email or messaging functionality in the Platform. We want to provide you options for receiving communications from us, and as such you may opt-in or opt-out of receiving certain types of communications from us or sign up to receive certain kinds of messages from us, depending on the Platform. You will need to notify us of any changes to your contact details to ensure your preferences are updated.

You may provide us with your telephone number as part of your customer record or registration or via other methods. You understand and agree that Intuit may use your telephone number for multi-factor authentication (“MFA”), to confirm your identity and help protect the security of your account. Part of the MFA identity verification process may involve Intuit sending text messages containing security codes to your telephone number. You agree to receive these texts from Intuit containing security codes as part of the MFA process. In addition, you agree that Intuit may send automated text messages and pre-recorded voice messages to the telephone number you provide for other limited purposes, including: providing you with important critical notices regarding your use of the Services, or fulfilling a request made by you through the Services.

Third Party Account Information

Intuit is not responsible for any account information obtained from third parties.

When you direct Intuit to retrieve your account information from third parties, you authorize and permit us to use and store that information and other information you submit through the Platform (such as usernames and passwords) for purposes of providing the Platform and Services to you. You grant Intuit a limited power of attorney to access those accounts and retrieve your account information, without additional notice to you. Intuit will be acting as your agent and will not be acting on behalf of the third party.

Intuit does not review third party account information for accuracy and is not responsible for any issues or expenses resulting from such account information, including any inaccuracy, error, delay, or non-delivery. For clarity, Intuit is not responsible for any payment processing errors or fees arising from inaccurate account information provided by third parties.

Disclaimers

We don’t make any warranties about the Platform except as expressly stated in this Agreement.

The only warranties we make about the Platform are (1) stated in this Agreement, or (2) as provided under applicable laws. The Platform is otherwise provided “as-is,” and we do not make any other warranties about the Platform. Unless required by law, we do not provide implied warranties, such as the implied warranties of merchantability, fitness for a particular purpose, or non-infringement. We do not warrant that the Platform is error-free, secure, or free from any viruses or other harmful components. We also do not provide any warranties with respect to data loss or to the accuracy, reliability, or availability of the Platform, nor of any content (including any Content) or information made available in the Platform. If the exclusions for implied warranties do not apply to you, any implied warranties are limited to sixty (60) days from the date of purchase or delivery of the Platform, whichever is sooner.

Limitation of Liability

Our liability is limited when it comes to issues you may encounter with our Platform.

Other than the rights and responsibilities described in this Agreement and as allowed by applicable law, Intuit won’t be responsible for any losses.

The total aggregate liability of Intuit and our third party providers, licensors, distributors or suppliers (“Intuit Parties”) arising out of or relating to this Agreement is limited to the greater of: (1) the fees that you paid to use the relevant Service(s) in the 12 months before the breach or (2) $100.

The Intuit Parties won’t be responsible for the following:

        Loss of data, profits, revenues, business opportunities, goodwill or anticipated savings;

        Indirect, incidental, or consequential loss;

        Punitive damages; or

        Damages relating to failures of telecommunications, the internet, electronic communications, corruption, security, viruses, or spyware.

The above limitations apply even if the Intuit Parties have been advised of the possibility of such damages. This Agreement sets forth your exclusive remedy with respect to the Platform and its use.

If you’re legally exempt from certain responsibilities, including indemnification, then those responsibilities don’t apply to you under this Agreement. For example, the United Nations enjoys certain immunities from legal obligations and this Agreement doesn’t override those immunities.

Indemnity Obligations

If someone sues us because you used the Platform unlawfully or didn’t follow our rules, you will be responsible for any harm to us.

You will indemnify and hold harmless the Intuit Parties for any losses, damages, judgments, fines, costs and expenses (including legal fees) in connection with any claims arising out of or relating to your unlawful or unauthorized use of the Platform or violation of this Agreement. 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.

Disputes

In the event we are unable to resolve any dispute through an informal dialogue, a third-party arbitrator or small claims court will help us resolve any disputes we might have, and any disputes will be resolved on an individual basis rather than as a class action.

You and Intuit agree that, except as provided below, any dispute, claim or controversy arising out of or relating in any way to the Platform or this Agreement (a “Claim”) will be determined by binding arbitration or small claims court, instead of in courts of general jurisdiction.

Either you or Intuit can seek to have a Claim resolved in small claims court if all the requirements of the small claims court are satisfied. Either you or Intuit may seek to have a Claim resolved in small claims court in your county of residence or the small claims court in closest proximity to your residence, and you may also bring a claim in small claims court in the Superior Court of California, County of Santa Clara.

Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and is subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. You agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of this arbitration provision, and that you and Intuit are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of this Agreement and/or the termination of your account.

If you elect to seek arbitration, you must first send to Intuit a written notice of your Claim ("Notice of Claim"). The Notice of Claim to Intuit should be sent in care of our registered agent Corporation Service Company, 251 Little Falls Drive, Wilmington, DE 19808. The Notice of Claim should include both the mailing address and email address you would like Intuit to use to contact you. If Intuit elects to seek arbitration, it will send, by certified mail, a written Notice of Claim to your address on file. A Notice of Claim, whether sent by you or by Intuit, must (a) describe the nature and basis of the Claim or dispute; and (b) set forth the specific amount of damages or other relief sought.

You and Intuit agree that good-faith informal efforts to resolve disputes often can result in a prompt, low-cost and mutually beneficial outcome. You and Intuit therefore agree that, after a Notice of Claim is sent but before either you or Intuit commence arbitration or file a Claim in small claims court against the other, we will personally meet, via telephone or videoconference, in a good-faith effort to confer with each other and try to resolve informally any Claim covered by this Agreement. If you are represented by counsel, your counsel may participate in the conference as well, but you agree to fully participate in the conference. Likewise, if Intuit is represented by counsel, its counsel may participate in the conference as well, but Intuit agrees to have a company representative fully participate in the conference. The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in the informal dispute resolution process required by this paragraph.

If we do not reach an agreement to resolve the Claim within sixty (60) days after the Notice of Claim is received, you or Intuit may commence an arbitration proceeding by filing a Demand for Arbitration or, alternatively, by filing a Claim in small claims court. You agree that you may not commence any arbitration or file a Claim in small claims court unless you and Intuit are unable to resolve the Claim within sixty (60) days after we receive your completed Notice of Claim and you have made a good faith effort to resolve your claim directly with Intuit during that time. If a Claim qualifies for small claims court, but a party commences an arbitration proceeding, you and Intuit agree that either party may elect instead to have the Claim resolved in small claims court, and upon written notice of a party’s election, the American Arbitration Association (“AAA”) will administratively close the arbitration proceeding. Any dispute about whether a Claim qualifies for small claims court shall be resolved by that court, not by an arbitrator. In the event of any such dispute, the arbitration proceeding shall remain closed unless and until a decision by the small claims court that the Claim should proceed in arbitration. You may download or copy a form of notice and a form to initiate arbitration at www.adr.org or by calling 1-800-778-7879. The arbitration will be conducted by the AAA before a single AAA arbitrator under the AAA’s rules, which are available at www.adr.org or by calling 1-800-778-7879, except as modified by this Agreement. Unless Intuit and you agree otherwise, any arbitration hearings will take place in the county (or parish) of either your residence or of the mailing address you provided in your Notice of Claim.

The arbitrator will be either (1) a retired judge or (2) an attorney specifically licensed to practice law in the state of California or the state of your residence and will be selected by the parties from the AAA’s National Roster of Arbitrators. The arbitrator will be selected using the following procedure: (a) the AAA will send the parties a list of five candidates meeting this criteria; (b) if the parties cannot agree on an arbitrator from the list, each party shall return its list to the AAA within 10 days, striking up to two candidates, and ranking the remaining candidates in order of preference; (c) the AAA shall appoint as arbitrator the candidate with the highest aggregate ranking; and (d) if for any reason the appointment cannot be made according to this procedure, the AAA may exercise its discretion in appointing the arbitrator. The arbitrator is bound by this Agreement. Except as otherwise provided below, all issues are for the arbitrator to decide, including issues relating to the scope and enforceability of this arbitration provision.

The parties agree that an administrative conference with the AAA shall be conducted in each arbitration proceeding, and you and an Intuit company representative shall appear at the administrative conference via telephone. If you fail to appear at the administrative conference, regardless of whether your counsel attends, the AAA will administratively close the arbitration proceeding without prejudice, unless you show good cause as to why you were not able to attend the conference.

The arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based. The award shall be binding only among the parties and shall have no preclusive effect in any other arbitration or other proceeding involving a different party. Intuit will not seek to recover its attorneys’ fees and costs in arbitration from you unless the arbitrator finds that either the substance of your Claim or the relief sought in your Demand for Arbitration was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)). Judgment on any award may be entered in any court having jurisdiction. This agreement to arbitrate shall not preclude any party to the arbitration from at any time seeking injunctions or other forms of equitable relief in aid of arbitration from a court of appropriate jurisdiction including whether a Demand for Arbitration is filed in violation of this Agreement.

Unless you or Intuit seek to have a Claim resolved in small claims court, the arbitrator shall determine all issues of liability on the merits of any Claim asserted by you or Intuit and may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim. To the extent that you or Intuit prevail on a Claim and seek public injunctive relief (that is, injunctive relief that has the primary purpose and effect of prohibiting unlawful acts that threaten future injury to the public), the entitlement to and extent of such relief must be litigated in a civil court of competent jurisdiction and not in arbitration. The parties agree that litigation of any issues of public injunctive relief shall be stayed pending the outcome of the merits of any individual Claims in arbitration. Before a court of competent jurisdiction issues any public injunctive relief, it shall review the factual findings of the arbitration award on which any injunction would issue with no deference to the arbitrator.

Payment of all filing, administration and arbitrator fees will be governed by the AAA Rules. You are required to pay AAA’s initial filing fee, but Intuit will reimburse you for this filing fee at the conclusion of the arbitration to the extent it exceeds the fee for filing a complaint in a federal or state court in your county of residence or in Santa Clara County, California. If the arbitrator finds that either the substance of your Claim or the relief sought in your Demand for Arbitration was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules and Intuit will not reimburse your initial filing fee. The parties agree that the AAA has discretion to modify the amount or timing of any administrative or arbitration fees due under the AAA Rules where it deems appropriate, provided that such modification does not increase the AAA fees to you or Intuit, and you and Intuit waive any objection to such fee modification.

You and Intuit agree that each may bring Claims against the other only in your or its individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding. Further, if you have elected arbitration, unless both you and Intuit agree otherwise, the arbitrator may not consolidate any other person's Claims with your Claims and may not otherwise preside over any form of a representative or class proceeding. If Intuit believes that any Claim you have filed in arbitration or in court is inconsistent with the limitations in this paragraph, then you agree that Intuit may seek an order from a court determining whether your Claim is within the scope of the Class Action Waiver. If this Class Action Waiver is found to be unenforceable, then the entirety of this Disputes Section shall be null and void.

General Terms (Miscellaneous)

This Agreement, including any Section B terms, is the entire agreement between you and Intuit and replaces all prior understandings, communications and agreements, oral or written, regarding its subject matter.

Governing Law      

The laws of California govern this Agreement and any disputes that may arise.

California law and the Federal Arbitration Act will govern all disputes arising out of or relating to the Platform, this Agreement and any Additional Terms, regardless of conflict of laws rules.

The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

Compliance with Global Trade Laws and Restrictions        

You are allowed to use the Platform under the laws of the U.S. and other applicable territories. The Platform shall not be exported to jurisdictions that are subject to embargoes or comprehensive sanctions.

You agree that you and anyone who uses the Platform, including the related website, online services and mobile apps, are not prohibited from using the Platform under the laws and regulations of the United States or other applicable jurisdiction. For example, you will not use, export, re-export, import, sell, release, or transfer the Platform, the Software or the Service directly or indirectly, except as authorized by United States law, the laws of the jurisdiction where the Platform and Software are made available, and any other applicable laws and regulations. In particular, but without limitation, the Platform, Software, Services, source code, and technology may not be exported, or re-exported, transferred, or released (a) into any U.S. embargoed and comprehensively sanctioned jurisdiction including Cuba, Iran, North Korea, Syria and the regions of Crimea, Zaporizhzhia and Kherson, the Donetsk People’s Republic (“DNR”) and Luhansk People’s republic (“LNR”) in Ukraine, and Russia or (b) to anyone included in the U.S. Treasury Department’s list of Specially Designated Nationals or on any other applicable restricted party lists. You also agree that you will not use the Platform, Software and Services for any purposes prohibited by United States law. In addition, you certify that neither you nor any principals, officers, directors, or any person or entity (including any beneficiaries, owners, affiliated and/or associated parties) you know to be directly involved with the use of the Platform, Software and the Services are not: (a) on any sanctions lists in the countries where the Platform, Software and Services are available, (b) doing business in comprehensively embargoed or comprehensively sanctioned jurisdictions including Cuba, Iran, North Korea, Syria and the regions of Crimea, Zaporizhzhia and Kherson, the Donetsk People’s Republic (“DNR”) and Luhansk People’s republic (“LNR”) in Ukraine, and Russia, and (c) a military end user as defined in 15 C.F.R § 744.

Government End Users of Software

Even if you are a government end user, your rights to Software are limited to what is described in this Agreement.

The Software is a "commercial item" as that term is defined in FAR 2.101, consisting of "commercial computer software," as such term is used in FAR 12.212 and DFARS 227.7202. If the Software is being acquired by or on behalf of the U.S. Government, then, as provided in FAR 12.212 and DFARS 227.7202-1 through 227.7202-4, as applicable, the U.S. Government’s rights in the Software will be only those specified in this Agreement.

Waiver

If we waive some of our rights under this Agreement, it doesn’t mean we waive our rights in other circumstances.

Intuit’s failure to act or enforce any of its rights does not constitute a waiver of any of our rights. Any waiver by Intuit of any of the provisions in the Agreement must be made in writing and signed by a duly authorized officer of Intuit.

Assignment 

You can’t transfer this Agreement or your right to use the Platform to someone else without our permission.

Intuit may assign or transfer this Agreement to any party at any time without notice to you. You may not assign your rights under this Agreement, by operation of law or otherwise, without our consent. Any attempts to do so without our consent will be void.

Severability

If a court voids a term of this Agreement, the other terms will not be affected.

If any provision of this Agreement is unlawful, void, or unenforceable for any reason, then that provision will be severed and the remaining provisions will remain in full force and effect.

Contact Information

If you have any questions about the Platform or this Agreement, please contact Intuit support. General comment: Maybe in this opening paragraph, we include a line item that these terms are intended for global users not located / based in the US, CA, UK or AU.

Rev 04262024

ADDITIONAL TERMS AND CONDITIONS FOR THE SERVICES

Your use of the Services provided by Intuit (as defined in the Section A Terms) and described below are subject to the Section A Terms above and these Additional Terms and Conditions (“Section B Terms”). These Section B Terms will prevail over any conflict or inconsistency with the Section A Terms.

1. SERVICES.

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

QuickBooks Online. QuickBooks Online (“QBO”) is an online solution for businesses to perform accounting and business tasks through an online account (each a “QBO Account”). Each QBO Account may only be used to support one business.

QuickBooks Online Accountant. QuickBooks Online Accountant (“QBOA”) is an online solution for accountants, bookkeepers and other individuals or entities that provide accounting and other financial services to their clients. If you register for QBOA, you will be able to create and access new and existing QBO Accounts of your clients. QBOA also provides you with professional tools and access to our QuickBooks ProAdvisor Program, which is subject to separate terms and conditions.

QuickBooks Online Certification Program. The QuickBooks Online Certification Program is an online training and certification service for professionals seeking to become proficient in QuickBooks.

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

2. SUBSCRIPTIONS AND USERS.

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

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

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

3. SUBSCRIPTION

3.1. Payment for Services.

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

3.2. Subscription Cancellation.

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

3.3. Additional Payment Terms.

If you are a User based in the European Economic Area the payment processing services for goods and/or services purchased on this website are provided by Intuit Ireland Software Limited on behalf of Rocket Science Group. ii) In the event you choose to pay with credit card the payment will be processed via a European Acquirer, these terms are an agreement between you and Rocket Science Group.

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

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

5. PERSONAL INFORMATION.

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

5.2 GDPR. Sections 5.3 to 5.5 apply as follows:

(a) if you are established in the European Economic Area, then Sections 5.3 to 5.5 will apply;

(b) if you are established outside the European Economic Area but are subject to the GDPR due to your processing of the Shared Data (as defined in Section 5.3), then Sections 5.3 to 5.5 will apply but only regarding the Shared Data that makes you subject to the GDPR;

(c) if you are established outside the European Economic Area and are not subject to the GDPR, then Sections 5.3 to 5.5 will not apply.

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

5.4 Public Content.

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

5.5 Standard Contractual Clauses.

The Standard Contractual Clauses in Annex 1 are part of this Agreement with you as a “data exporter” and us as a “data importer”. If a conflict occurs between the Standard Contractual Clauses and other provisions in this Agreement the Standard Contractual Clauses will prevail.

6. ACCESS TO YOUR FINANCIAL INSTITUTION SERVICES DATA.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

9.3 Testing Requirements.

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

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

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

9.3.5 Requirements and Restrictions. You agree (1) not to misrepresent your certification status or your level of skill and knowledge related thereto; (2) to provide support and services consistent with the Program; and (3) to use best efforts to resolve any complaints or disputes with your clients regarding your services in a fair and timely manner. You are required to comply with the following requirements and restrictions:

        You must take the exam independently, without any assistance from another person.

        You must not solicit or allow another person to take the exam on your behalf.

        You must not reproduce, use, or disclose any of the exam content in any form (eg. digital, print, verbal) to anyone before, during, or after testing.

        You must not offer to sell, publish, display, distribute, disclose, or reproduce any part of the exam content, by any means.

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

9.5 Protection of Interest

9.5.1 Acknowledgment of Rights. You acknowledge Intuit’s exclusive rights in all of its trademarks, trade names, logos (including, without limitation, the QuickBooks Certification Badge and Certificate) and service marks (“Intuit Marks”) and all goodwill associated therewith, and acknowledge that any and all plain-text uses of Intuit Marks by you inure solely to the benefit of Intuit. You shall not challenge Intuit’s exclusive rights in and to the Intuit Marks. You shall not do anything that might harm the reputation or goodwill of Intuit or any of the Intuit Marks. You shall not take action inconsistent with Intuit’s rights in the Intuit Marks. You shall not adopt, use, or register any corporate name, trade name, trademark, service mark, internet domain name, or other designation confusingly similar to the Intuit Marks or incorporating in any way any of the Intuit Marks. If at any time you attempt to acquire any rights in, or registration(s) or application(s) of any kind for, containing or corresponding to the Intuit Marks by operation of law or otherwise, you will immediately and at no expense to Intuit assign such rights, registrations, names or applications to Intuit, along with any and all associated goodwill.

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

9.6 Conduct of Business. You agree (a) to conduct business and provide services in a manner which reflects favorably at all times on the products, services, goodwill and reputation of Intuit; (b) to conduct business and provide services in full compliance with all applicable laws and regulations; (c) to conduct business and provide services in full compliance with all agreements you may have with Intuit, including but not limited to the Intuit Services Terms of Services; (d) not to engage in illegal, deceptive, misleading or unethical practices; (e) not to make any statements, representations, warranties, or guarantees to customers that are inconsistent with the policies established by Intuit; (f) to provide support and services of the highest quality and integrity; and (g) to use best efforts to resolve any complaints or disputes with your clients regarding your services under the Program in a fair, ethical, and timely manner. You agree not to use or display any materials or content in your website in a manner that is, as determined by Intuit in its sole discretion, defamatory, misleading, libelous, obscene or otherwise potentially damaging to the reputation of Intuit, or the goodwill associated with Intuit. You further agree that you will use the Program and its benefits to assist and counsel small business clients on their use of QuickBooks products, and not for any other purpose. If Intuit determines in its sole discretion that you are using the Program for any unauthorized purpose, for a purpose that conflicts with the goals of the Program, or otherwise in violation of Program requirements, we reserve the right to terminate your account at our sole discretion.

9.7 License Grant and Limitations on License Grant.

9.7.1 License Grant. Subject to your obtaining and maintaining an QuickBooks Certification Badge and Certificate under the terms of this Agreement, and to your full compliance with this Agreement, Intuit hereby grants and you accept a non-exclusive, non-transferable, non-sublicensable, royalty-free, revocable license to use the Certification Badge and Certificate in the Territory, only as set forth in this Agreement, which may be modified from time to time at Intuit’s sole discretion without notice. No other right, title, or license is granted hereunder, either by implication, estoppel, or otherwise.

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

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

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

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

• You fail to keep current/maintain your certified status by not taking the Certification Exam within the required time frame;
• You fail to perform any of your obligations under this Agreement, including, without limitation, the terms related to the Trademark Restrictions;
• A government agency, state licensing body, or court finds that services provided by you fail to comply with applicable laws or regulations, or are defective or improper in any way, manner or form;
• If actual or potential adverse publicity or other information emanating from a third party or parties, about you, the services you provide, or the use of the Certification Badge and/or Certificate by you causes Intuit, in its sole judgment, to believe that Intuit or its reputation may be adversely affected; or
• You resell and/or distribute the Services provided to you by Intuit in violation of this Agreement.
• You publicly discuss the Certification Exam questions or answers.
• Intuit has reason to believe that you cheated on the Certification Exam.
• Intuit discovers any information that would have precluded you from obtaining a Certification Badge and Certificate, including but not limited to the submission of false ID credentials, or dishonesty during the course of exam testing.
• Your employment with Intuit has been terminated as a result of an investigation for violating Intuit’s policies.

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

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

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

9.8.4 No Use in Direct Business Source Identifiers. The Intuit, QuickBooks, QuickBooks ProAdvisor, QB, or other similar marks or logos, including but not limited to “Quick”, “Intui”, “intuitive”, “intuition”, “intu”, “tuit”, “tui”, “Turbo” or “Mint” (or phonetic equivalents) cannot be used in your company name, product/service name or in your direct business source identifiers such as stationery, business cards, company signs, domain names, or company website titles. These identifiers indicate the name of your business and, thus, the source of its products or services. In order to avoid any possible confusion with regard to the source of Intuit’s products/services, versus your or another party’s products/services, use of Intuit’s trademarks in these source identifiers is prohibited.

9.8.5 No Use of Intuit Company Trade Name, Trademark, or Company Logo. No person or company except Intuit may use the Intuit company name, trademark, or company logo. The only use of the company name that is permitted is the plain-text listing of the ownership legend for Intuit’s trademarks, as shown in 10.8.6 below.

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

9.8.7 Design Requirements. When reproducing the Certification Badge or Certificate, the only modification that is allowed is to resize the Certification Badge or Certificate design in exact proportion to its original height and width. No re-sampling or other attempted duplication is allowed and no alteration, modification, cropping, or addition is permitted. The Certification Badge or Certificate as supplied by Intuit cannot be “violated” or touched by any other text or graphics in any way, and there must be a border of space of at least fifteen percent (15%) of the total height of the Certification Badge or Certificate surrounding it on all sides in every instance where it appears. The proportion of the Certification Badge or Certificate should remain consistent. Stretching, condensing, distorting or otherwise altering the is prohibited. The Certification Badge or Certificate may not be placed on backgrounds with insufficient contrast, photos or illustrations, strong patterns, or texture

9.8.7 Right to Inspect. Intuit shall have the right to inspect your provision of support and services under this Agreement, your business premises, and all signage, advertisements, promotional material, and documentation in order to ensure your full compliance with the terms and conditions of this Agreement. You shall cooperate fully and shall promptly provide Intuit access to all reasonably requested materials and to such portions of your business premises reasonably necessary to permit Intuit to exercise its right to inspect.

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

9.9.1 Default and Termination. Intuit or you may terminate your enrollment in the Program at any time, with or without cause, by written notice to the other not less than THIRTY (30) DAYS before the effective date of such termination notice. Intuit may terminate your enrollment in the Program for cause effective immediately and without notice in the event that: (i) Intuit determines in its sole discretion that you have behaved unprofessionally or otherwise unacceptably towards any Intuit employees, contractors, or sales, customer service, or technical support agents; (ii) Intuit has received negative feedback about you; (iii) you fail to perform any of your obligations under this Agreement or is otherwise in default hereunder and such failure or default remains unremedied for FIFTEEN (15) DAYS after written notice thereof; (iv) Intuit, in its sole discretion, determines that you do not meet the criteria for enrollment in the Program, or any other requirements, as determined by Intuit from time to time; (v) you commit a felony; (vi) Intuit has reason to believe you have engaged in an unlawful business practice; or (vii) you engage in any conduct or proposed conduct that exposes or threatens to expose Intuit to any liability or obligation, including any obligation under federal, state or local law. or (viii) your employment with Intuit has been terminated as a result of an investigation for violating Intuit’s policies

9.9.2 Effect of Termination. Upon expiration or termination, regardless of the reason thereto: (a) all privileges and benefits of the Program will be immediately revoked; (b) you shall immediately cease use of the name “QuickBooks Certified” and any other permitted uses of trademarks, names or terms provided to you under this Agreement. You shall also discontinue representing in all instances and locations (e.g., on materials, website, etc.) that you are enrolled in the Program; (c) you shall promptly return to Intuit all Intuit confidential information or certify in writing that it has destroyed such information; (d) all rights and licenses granted under this Agreement (including without limitation the license to use the Certification Badge and Certificate) will immediately and automatically terminate; and (e) you shall immediately cease use of the Certified Badge Certificate and shall discontinue representing that you are QuickBooks Certified or make any other unauthorized statement regarding such status.

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

11. ACCOUNT INFORMATION SERVICES

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

11.2 The Account Information Services as described in section 11 are provided to you:

11.2.1 If you are accessing or using Account Information Services from a member state of the European Economic Area: either by (i) Intuit France SAS, a joint-stock company (société par actions simplifié), whose registered office is located at Suite 516, 7 Rue Meyerbeer, 75009 Paris and which is registered under number 802 640 292 at the Paris Trade and Companies. Intuit France SAS is authorised as an account information services provider (REGAFI identifier 88940, bank code 17388) by the Prudential Supervision and Resolution Authority (ACPR) of the Banque de France (French Central Bank). Intuit France SAS is included on the list of institutions authorised to carry out their activities in France, as published on the dedicated website of the ACPR: www.regafi.fr. The ACPR's head office is located at 4 Place de Budapest – 75436 Paris or by (ii) Intuit Ireland Software Limited, private company limited by shares, whose registered office is located at 112-114 St Stephen's Green, Dublin 2, D02 TD28, and which is registered under number 738322 at the Companies Registration Office. Intuit Ireland Software Limited is authorised as an account information services provider (CBI identifier C521254) by the Central Bank of Ireland. Intuit Ireland Software Limited is included on the list of institutions authorised to carry out their activities in Ireland, as published on the dedicated website of the CBI: https://registers.centralbank.ie/. The CBI’s head office is located at New Wapping Street North Wall Quay Dublin 1. D01 F7X3. You can verify which of the two Intuit entities above is providing the Account Information Service for your bank please refer to this article.

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

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

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

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

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

11.4 In addition to the services described in section 11.3:

11.4.1 If section 11.2.1 applies and Intuit France SAS or Intuit Ireland Software Limited is your account information services provider: Intuit France SAS or Intuit Ireland Software Limited, as applicable, may engage with Intuit Limited to procure data from one or more accounts, for example if the account or account provider is in the UK. In such circumstances, you consent to Intuit France SAS or Intuit Ireland Software Limited, as applicable, engaging Intuit Limited to interact with Intuit France SAS or Intuit Ireland Software Limited, as applicable, and financial institutions in this way and to Intuit Limited receiving, holding, retrieving and processing your data and transferring it to Intuit France SAS or Intuit Ireland SoftwareLimited, as applicable, so that Intuit France SAS or Intuit Ireland Software Limited, as applicable, may provide you with Account Information Services. In this situation, only Intuit France SAS or or Intuit Ireland Software Limited, as applicable, is responsible for or provides Account Information Services to you and only Intuit France SAS or Intuit Ireland Software Limited, as applicable, has a customer relationship with you; and

11.4.2 if section 11.2.2 applies and Intuit Limited is your account information services provider: Intuit Limited may engage with Intuit France SAS or Intuit Ireland Software Limited, as applicable, to procure data from one or more accounts, for example if the account or account provider is in the European Economic Area. In such circumstances, you consent to Intuit Limited engaging Intuit France SAS or Intuit Ireland Software Limited, as applicable, to interact with Intuit Limited and financial institutions in this way and to Intuit France SAS or Intuit Ireland Software Limited, as applicable, receiving, holding, retrieving and processing your data and transferring it to Intuit Limited so that Intuit Limited may provide you with Account Information Services. In this situation, only Intuit Limited is responsible for or provides Account Information Services to you and only Intuit Limited has a customer relationship with you.

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

11.6 If your complaint relates to Account Information Services:

11.6.1 If section 11.2.1 applies and Intuit France SAS or Intuit Software Ireland Limited, as applicable, is your account information services provider:

11.6.1.1 If your complaint concerns Account Information Services, we will do our best to respond within a maximum of fifteen (15) working days starting from the date we receive your complaint. In exceptional cases, if we cannot respond within the fifteen (15) working days for reasons outside of our control, we will send you a holding response setting out clearly the additional time necessary to respond to your complaint and telling you when you can expect to receive our final response. In any event, you will receive a final response no later than thirty-five (35) working days following receipt of your original complaint.You will be kept regularly informed of the progress of the processing of your complaint.

11.6.1.2 If you remain dissatisfied with the outcome of your complaint concerning Account Information Services and you receive Account Information Services from Intuit France SAS, you can contact at no cost the Médiateur de l’Association des Établissements de Paiement et de Monnaie Électronique (AFEPAME), by post at 36 rue Taitbout – 75009 Paris. Additional means of contact with AFEPAME can be found on the following webpage - https://www.afepame.fr/contact/.

11.6.1.3 If you remain dissatisfied with the outcome of your complaint concerning Account Information Services and you receive Account Information Services from Intuit Software Ireland Limited you can contact at no cost the Financial Services & Pensions Ombudsman, by post at Lincoln House, Lincoln Pl, Dublin 2, D02 VH29. Additional means of contact with FSPO can be found on the following webpage - https://www.fspo.ie/make-a-complaint/how-to-make-a-complaint-to-the-fspo/.

11.6.1.4 In both instances, you can also use the European Online Dispute Resolution service (ODR) which is accessible here: http://ec.europa.eu/consumers/odr/ . 

11.6.2 If section 11.2.2 applies and Intuit Limited is your account information services provider: if we do not resolve your complaint to your satisfaction, or if we do not respond to your complaint on time, you may be able to refer it to the UK Financial Ombudsman Service. If your complaint concerns Account Information Services, we will do our best to respond within a maximum of fifteen (15) working days starting from the date we receive your complaint. In exceptional cases, if we cannot respond within the fifteen (15) working days for reasons outside of our control, we will send you a holding response setting out clearly the additional time necessary to respond to your complaint and telling you when you can expect to receive our final response. In any event, you will receive a final response no later than thirty-five (35) working days following receipt of your original complaint.

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

11.6.3 All complaints that do not concern Account Information Services or which otherwise do not fall within the jurisdiction of the UK Financial Ombudsman Service or the mediator in accordance with this section 11.6 shall be subject to the exclusive jurisdiction of the courts of England and Wales or such other court, tribunal or similar judicial body of competent jurisdiction in accordance with section 13 of Section A. Intuit expressly disclaims your ability to resolve disputes before any other forum or ombudsman service.

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

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

In the event of any conflict with any other provision of this Agreement, the provisions of this Section 11 shall prevail as regards the provision of the regulated activity of Account Information Services.

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

12. ADMINISTRATOR ACCESS AND DISPUTES POLICY AND PROCEDURE

If a person contacts Intuit and requests that he or she should be designated as the Administrator of an account that permits Administrators for any reason (including, but not limited to, due to the death or departure of the registered Administrator, a change in your ownership, etc.), but has not been designated by the current Administrator as a replacement Administrator, Intuit reserves the right to determine, in its sole discretion, and without notice to you, whether that person should be designated as the Administrator.

Disputes sometimes arise between or among multiple persons concerning the right to be designated as the Administrator (including, but not limited to, in the event of a dispute between your owners, etc.). In that instance, Intuit reserves the right to determine, in its sole judgment, and without notice to you, whom should be designated as the Administrator. However, Intuit may be unable, and is not obligated, to resolve any such disputes. If, in Intuit’s sole discretion, Intuit attempts, but concludes that it is unable, to determine whom should be designated as the Administrator, Intuit reserves all rights, including, but not limited to, the right to suspend or terminate your account and use of the Services, and/or require a court order to determine the rightful Administrator.

In determining access or whom should be Administrator, Intuit may request and review documentation from the person making the request (including, but not limited to, government-issued photo identification, proof of payment of your subscription, an affidavit, a signed permission letter from your owner, documents showing the successorship of your business or legal documents that tie the request to your business, etc.). You acknowledge and accept the foregoing Administrator access and disputes policy and procedure and hereby release Intuit from all liability and all claims for damages, or any other liability whatsoever, that may arise out of or relate to Intuit following said policy and procedure.

13. COUNTRY SPECIFIC TERMS

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

MALAYSIA

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

NEW ZEALAND

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

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

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

Exhibit Annex 1 – STANDARD CONTRACTUAL CLAUSES 

1.     Definitions. For purposes of this Exhibit 1 Addendum, each word or phrase listed below has the meaning designated.

"Applicable Data Protection Laws" means all worldwide data protection and privacy laws, ordinances, statutes, regulations, guidance, and other binding restrictions, as amended or replaced from time to time, to which the personal data is subject either directly or indirectly.

 “EU GDPR” means the EU General Data Protection Regulation 2016/679 of the European Parliament and of the Council of 27 April 2016.

"EU SCCs” means the contractual clauses annexed to the European Commission's Implementing Decision 2021/914 of 4 June 2021 on standard contractual clauses for the transfer of personal data to third countries pursuant to Regulation (EU) 2016/679 of the European Parliament and of the Council. 

"Restricted Transfer” means (i) where the EU GDPR applies, a transfer of personal data from the EEA to a country outside of the EEA which is not subject to an adequacy determination by the European Commission (an "EU Restricted Transfer"); (ii) where the UK GDPR applies, a transfer of personal data from the UK to any other country which is not based on adequacy regulations pursuant to Section 17A of the United Kingdom Data Protection Act 2018 (a "UK Restricted Transfer"); (iii) where Swiss DPA applies, a transfer of personal data from Switzerland to any other country which is not subject to an adequacy determination by the Swiss Federal Data Protection and Information Commissioner or Federal Counsel (as applicable) (a "Swiss Restricted Transfer"); and (iv) where the government or competent regulatory authority have determined the transfer of personal data to the other country does not provide an adequate level of protection to personal data in accordance with Applicable Data Protection Law (a “non-Adequate Country Restricted Transfer”).

“Standard Contractual Clauses” means: (a) where the EU GDPR applies, the EU SCCs; (b) where the UK GDPR applies, the EU SCCs as modified by the UK Addendum; (c) where the Swiss DPA applies, the EU SCCs as modified by the Schedule to this Addendum in relation to Swiss Restricted Transfers; and (d) in the context of another non-Adequate Country Restricted Transfer, the EU SCCs as adapted and/or supplemented as necessary.

"UK Addendum” means the international data transfer addendum to the European Commission’s standard contractual clauses for international data transfers issued by the Information Commissioner’s Office under S119A(1) Data Protection Act 2018.

 “UK GDPR” means the EU GDPR as saved into UK law by virtue of section 3 of the European Union (Withdrawal) Act 2018.

1.1.   If the Restricted Transfer is an EU Restricted Transfer, then the EU SCCs shall apply on the following basis:

1.1.1. Module One will apply;

1.1.2. in Clause 7, the optional docking clause will not apply;

1.1.3. in Clause 11, the optional redress language will not apply;

1.1.4. in Clause 17, Option 1 will apply (the law of an EU Member State that allows for third-party beneficiary rights). The parties select the laws of Ireland;

1.1.5. in Clause 18(b), the parties select the courts of Ireland;

1.1.6. Annex I shall be deemed completed with the information set out in Annex I of Schedule B to this Agreement, and execution of this Addendum shall be deemed execution of the EU SCCs;

1.1.7. Annex II shall be deemed completed with information set out in Annex II of Schedule B to this Addendum.

1.2.   If the Restricted Transfer is a UK Restricted Transfer, then the EU SCCs and UK Addendum shall apply on the following basis:

1.2.1. the EU SCCs, completed as set out above in section 1.1 above apply between Intuit and FI, and shall be modified by the UK Addendum completed as set out in sub-paragraphs 1.2.1.1 to 1.2.1.3 below;

1.2.1.1.  Tables 1 to 3 of the UK Addendum shall be deemed completed with relevant information from the EU SCCs, completed as set out in section 5.1 above;

1.2.1.2.  Table 4 of the UK Addendum shall be deemed checked "neither party"; and 

1.2.1.3.  the start date of the UK Addendum (as set out in Table 1) shall be the date of this Addendum.

1.3.   If the Restricted Transfer is a Swiss Restricted Transfer, then the EU SCCs shall apply on the following basis:

1.3.1. the EU SCCs, completed as set out above in section 5.1 above apply between Intuit and FI, and shall be modified as set out in sub-paragraphs 1.3.1.1 to 1.3.1.8 below;

1.3.1.1.  references to "Regulation (EU) 2016/679" shall be interpreted as references to the Swiss DPA;

1.3.1.2.  references to specific Articles of "Regulation (EU) 2016/679" shall be replaced with the equivalent article or section of the Swiss DPA;

1.3.1.3.  references to "EU", "Union", "Member State" and "Member State law" shall be replaced with references to "Switzerland" or "Swiss law" (as applicable);

1.3.1.4.  the term "member state" shall not be interpreted in such a way as to exclude data subjects in Switzerland from the possibility of suing for their rights in their place of habitual residence (i.e., Switzerland);

1.3.1.5.  Clause 13(a) and Part C of Annex I are not used and the "competent supervisory authority" is the Swiss Federal Data Protection and Information Commissioner;

1.3.1.6.  references to the "competent supervisory authority" and "competent courts" shall be replaced with references to the "Swiss Federal Data Protection and Information Commissioner" and "applicable courts of Switzerland";

1.3.1.7.  in Clause 17, the EU SCCs shall be governed by the laws of Switzerland; and

1.3.1.8.  the EU SCCs also protect the data of legal entities until the entry into force of the revised Swiss Federal Data Protection Act.

1.4.   If the Restricted Transfer is a non-Adequate Country Restricted Transfer, then the EU SCCs shall apply on the following basis:

1.4.1. the EU SCCs, completed as set out above in section 5.1 above apply between Intuit and FI, and shall apply on a mutatis mutandis basis.

1.5.   In the event that any provision of this Addendum conflicts, directly or indirectly, with the Standard Contractual Clauses, the Standard Contractual Clauses shall prevail.

1.6 Notwithstanding anything to the contrary in this Addendum or in the Agreement, in the event the Standard Contractual Clauses are replaced by new standard contractual clauses approved by the European Commission and/or the Information Commissioner’s Office as applicable, the Parties agree that such new standard contractual clauses shall automatically apply to the relevant Restricted Transfer from the date that such new standard contractual clauses become applicable and shall be deemed completed on a mutatis mutandis basis to the completion of the EU SCCs and the UK Addendum as described in clause 1.1. and 1.2. above.

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ANNEX I to Exhibit 1

A. LIST OF PARTIES

Data importer(s):

1. Name: Rocket Science Group LLC

Address:

Contact person's name, position and contact details: Agata Musumeci, Assistant General Counsel, agata_musumeci@intuit.com

Activities relevant to the data transferred under these Clauses: Rocket Science Group LLC is a provider of financial accounting software to small business and self-employed individuals across the globe.

Signature and date: the date in which you subscribed for QuickBooks account and accepted the terms of this Agreement

Role (controller/processor): Controller  

Data exporter(s):

1. Name: The QuickBooks customers termed “you” in this Agreement

Address: as per details entered into the QuickBooks Online account

Contact person's name, position and contact details: The Master administrator email address as entered into the QuickBooks Online account

Activities relevant to the data transferred under these Clauses: You are business and user of QuickBooks Online financial accounting software

Signature and date: the date in which you subscribed for QuickBooks account and accepted the terms of this Agreement

Role (controller/processor): Controller

B. DESCRIPTION OF TRANSFER

Categories of data subjects whose personal data is transferred

1. Users of Intuit’s services under its terms of services ('QBO Customers')
2. Any relevant customer, supplier, employee or other business partner of the QBO Customer

 Categories of personal data transferred

1.Intuit’s QBO Customers' information including:

a)    Names

b)    Location data, e.g., addresses of the QBO Customers.

c)    Online identifiers, e.g., e-mail and IP addresses of QBO Customers.

d)    Billing and account information of QBO Customers

e)    Any other Personal Data voluntarily entered by Intuit QBO Customers into Intuit’s services.

2.Anything related to or derived from 1 above.

Sensitive data transferred (if applicable) and applied restrictions or safeguards that fully take into consideration the nature of the data and the risks involved, such as for instance strict purpose limitation, access restrictions (including access only for staff having followed specialised training), keeping a record of access to the data, restrictions for onward transfers or additional security measures.

No sensitive data will be intentionally processed. 

The frequency of the transfer (e.g. whether the data is transferred on a one-off or continuous basis).

Continuous

Nature of the processing

The Data Importer will process the Personal Data as required to deliver the Services.

Purpose(s) of the data transfer and further processing

The Personal Data transferred will be obtained, recorded, held, used and accessed in accordance with this Agreement for the purpose of Rocket Science Group LLC providing the Services to the QBO Customer.

The period for which the personal data will be retained, or, if that is not possible, the criteria used to determine that period

As determined by the QBO Customer in accordance with any applicable regulatory data retention requirement on the Data Importer. Where no such applicable regulatory data retention requirements exist, the QBO Customer shall retain the data only for as long as reasonably necessary.

For transfers to (sub-) processors, also specify subject matter, nature and duration of the processing

Not applicable

C. COMPETENT SUPERVISORY AUTHORITY

 Identify the competent supervisory authority/ies in accordance with Clause 13

Irish Data Protection. Commissioner 

ANNEX II - TECHNICAL AND ORGANISATIONAL MEASURES INCLUDING TECHNICAL AND ORGANISATIONAL MEASURES TO ENSURE THE SECURITY OF THE DATA

Measures of pseudonymisation and encryption of personal data

Measures for ensuring ongoing confidentiality, integrity, availability and resilience of processing systems and services

Measures for ensuring the ability to restore the availability and access to personal data in a timely manner in the event of a physical or technical incident

Processes for regularly testing, assessing and evaluating the effectiveness of technical and organizational measures in order to ensure the security of the processing

Measures for user identification and authorisation

Measures for the protection of data during transmission

Measures for the protection of data during storage

Measures for ensuring physical security of locations at which personal data are processed

Measures for ensuring events logging

Measures for ensuring system configuration, including default configuration

Measures for internal IT and IT security governance and management

Measures for certification/assurance of processes and products

Measures for ensuring data minimisation

Measures for ensuring data quality

Measures for ensuring limited data retention

Measures for ensuring accountability

Measures for allowing data portability and ensuring erasure