-- English Page 1 of 4 -- Software License Agreement For QUICKBOOKS BASIC, QUICKBOOKS PRO, QUICKBOOKS PREMIER & QUICKBOOKS PREMIER: ACCOUNTANT EDITION 1. Agreement Controls the Relationship This Software License Agreement ("Agreement") sets forth all terms and conditions, obligations, responsibilities, liabilities and remedies as between (a) you and (b) Intuit Canada, a general partnership, ("Intuit") and the Representatives (defined at Section 9) in regards to your use of QuickBooks Basic, QuickBooks Pro, QuickBooks Premier and QuickBooks Premier: Accountant Edition software (collectively, "Software") and any related services, materials, and documentation. By using the Software, you confirm that you (a) have read and understood this Agreement, (b) accept and agree to be bound by its terms and conditions, (c) acknowledge that this Agreement sets forth your exclusive remedies in respect of any claims you may have related to the Software, and (d) understand that this Agreement fully sets out the obligations and limitations of liabilities of Intuit, its licensors and the Representatives to you, notwithstanding any other prior or contemporaneous writing (including any related packaging or advertisements), promise, understanding, or oral representations made by any party including Intuit. 2. Rejection of Agreement 2.1 If you purchased the Software but do not agree with or consent to be bound by the terms of this Agreement, you must (a) immediately discontinue all use of the Software and any related services, materials and documentation; (b) immediately delete from your computer any file which you may have downloaded from the Software, and destroy any and all copies made by you (or with your permission) of any portion of the Software; and (c) within ten (10) days deliver to Intuit, at the address set forth in Section 11.3, the Software and all other items provided to you with or in connection with the Software plus documentation evidencing the date and amount you paid for the Software (e.g. dated receipt, shipping invoice). If you comply with the terms of this Section 2.1, you shall receive a full refund of any monies you paid for the Software. 2.2 If the Software was pre-installed on your computer or disks came packaged with your computer at no extra charge, and you do not agree with this Agreement, do not use the Software. 3. Support 3.1 Intuit may make available to you updates and error corrections (collectively, "updates") to the Software. As determined by Intuit in its sole discretion, updates may be provided (a) electronically via the world-wide-web and/or (b) via media (e.g. CD-ROM). You may be charged an additional fee if Intuit makes updates available (y) both electronically and via media and you chose media or (z) in different media forms and you chose the form which is identified as having an additional fee. It is your sole responsibility to establish and maintain adequate access to the world-wide-web in order to receive the updates and to maintain in good working order the computer on which you will use the Software. It is your obligation to install all updates and error corrections within thirty (30) days of such being made available to you by Intuit (or its Representatives). 3.2 In its sole discretion, Intuit may provide technical support for the current release/version of QuickBooks Basic, QuickBooks Pro, QuickBooks Premier, or QuickBooks Premier: Accountant Edition (as applicable) and the immediately preceding release/version for a period of six (6) months following the date the subsequent release/version is made generally available to customers of the Software. Technical support provided by Intuit may be subject to an additional fee to be paid in advance. You may access the price schedule for technical support at http://www.intuit.com/canada/quickbooks/support.html or by calling Intuit at 1-888-333-8580. 4. License Grants 4.1 Trial-User License: If you have acquired a trial-user version of the Software, you are granted a limited non-exclusive license to use the Software so that one (1) individual may access the Software on a single computer located within the geographic boundaries of Canada (except that use is permitted outside of Canada only during temporary travel abroad). You may not make any copies of printed or online materials, including user documentation, provided or made available to you in connection with the Software (if any). Your trial-user license is only valid for approximately five (5) uses of the Software, or as otherwise may be specified on the packaging or identified when you acquired the trial-user version of the Software. You understand that upon the expiration of your trial-user license, you must purchase a license to QuickBooks Basic, QuickBooks Pro, QuickBooks Premier, or QuickBooks Premier: Accountant Edition (as applicable) in order to continue to use the Software and, in the absence of which, you may not be able to use/access the Software or any data you entered into the Software. 4.2 Single-User License: If you purchase the Software for use by a single user, you are granted a non-exclusive, limited license for one (1) individual to access the Software on a single computer located within the geographic boundaries of Canada (except that use is permitted outside of Canada only during temporary travel abroad). You are permitted to make one (1) backup copy of the Software as an archival copy. You may also use your backup copy to replace the Software in the event the Software loaded on the licensed computer is lost or is damaged and rendered unusable, however, your use of the replacement copy of the Software will be subject to the terms and conditions set forth in this Agreement. You may not make any copies of printed materials or any online materials, including user documentation, provided or made available to you in connection with the Software (if any). 4.3 License(s) for Multi-User(s) (available only for QuickBooks Pro, QuickBooks Premier & QuickBooks Premier: Accountant Edition): 4.3.1 If you want multiple users to have the ability to use QuickBooks Pro, QuickBooks Premier or QuickBooks Premier: Accountant Edition, you are required to pay an additional license fee for each additional user, which will be subject to the same restrictions as the single user license. You may access the price schedule for additional user licenses at www.quickbooks.ca/fees.html or by calling Intuit at 1-888-333-8580. By way of example only, if you have paid for five (5) user licenses for QuickBooks Pro, QuickBooks Premier and QuickBooks Premier: Accountant Edition (as applicable), you are granted a limited non-exclusive license to (a) have up to five (5) individuals (who are your owners, employees, or contractors) access the Software; (b) download and use the Software on up to five (5) computers located within the geographic boundaries of Canada (except that use is permitted outside of Canada only during temporary travel abroad) which may be used by up to five (5) individuals (who are your owners, employees, or contractors); (c) place a copy of your Software data file on a network; and (d) make up to four (4) additional copies of the printed materials (including user documentation) and print up to five (5) copies of any online materials provided to you in connection with the Software (if any). 4.3.2 Subject to the number of licenses paid for by you and the terms of this Agreement, you may have up to five (5) individuals simultaneously use QuickBooks Pro, QuickBooks Premier or QuickBooks Premier: Accountant Edition (as applicable). Use of the Software by more than five (5) users at the same time may result in the failure of the Software, performance degradation, errors and/or loss of data, and shall be considered a material breach of this Agreement. 4.4 QuickBooks Pro Timer License (available only with QuickBooks Pro, QuickBooks Premier and QuickBooks Premier: Accountant Edition): If you have a license for QuickBooks Pro, QuickBooks Premier or QuickBooks Premier: Accountant Edition, you may use the QuickBooks Pro Timer program on all computers used in your business. 4.5 Tax Tables: In its sole discretion, Intuit may make tax tables available for use in connection with the Software. If you want to receive tax tables from Intuit, you must accept and agree to the terms and conditions for the use of QuickBooks Basic, QuickBooks Pro, QuickBooks Premier, or QuickBooks Premier: Accountant Edition software (as applicable) and tax tables as set forth in the "Software License and Services Agreement for QuickBooks Payroll Service, QuickBooks Pro Payroll Service, QuickBooks Premier Payroll Service & QuickBooks Premier: Accountant Edition Payroll Service", the current version of which can be accessed at www.quickbooks.ca/eula.pdf. 5. License Restrictions 5.1 The Software and any materials provided to you in connection with the Software contain Intuit trade secrets. You may not disclose such trade secrets or decompile, reverse engineer, disassemble, or otherwise reduce the Software to human-perceivable form. 5.2 You may not modify, adapt, translate, rent, sublicense, assign (except as permitted under Section 5.4), lend, resell for profit, distribute, or network any portion of the Software, or related materials, or create derivative works based thereon or any part thereof. 5.3 The Software and materials provided to you in connection with the Software are protected by Canadian and other copyright laws and international treaties. Unless expressly permitted under your applicable license grant in Section 4.1, 4.2, or 4.3, any of the following actions by you, among others, would be considered violations of this Agreement. (a) Distributing copies of the Software to entities or persons that have not purchased a license to the Software from Intuit; (b) Permitting others to access the Software for their own purpose; (c) Enabling others to use your Software registration or access codes, passwords, Installation Key Codes (as may be provided by Intuit) or serial number(s) (if any); (d) Making additional copies or duplicating any aspect of the Software by any means, including electronic transmission; (e) Copying any portion of the printed materials, if any, accompanying the Software, or printing multiple copies of any user documentation; or (f) Installing the Software on computers used by unlicensed and/or unauthorized individuals. 5.4 Subject to Intuit’s approval, you may only transfer/assign your rights in and to QuickBooks Basic, QuickBooks Pro or QuickBooks Premier (as applicable) to a third party, or sell the computer on which such software is installed to a third party, provided that, within fifteen (15) days of the transfer/assignment to that third party, (a) you notify Intuit of the transfer/assignment and complete any transfer forms required by Intuit, (b) the third party enters into the most current version of the Software License Agreement for the applicable software as provided by Intuit; and (c) you or the third party pay all fees which might be due and owing in connection with your prior use of the applicable software and/or the related technical support. If you transfer/assign your rights to QuickBooks Basic, QuickBooks Pro or QuickBooks Premier to any third party, you may not keep a copy of such software or any related materials/documentation for yourself. 5.5 If your Software is QuickBooks Premier: Accountant Edition: a. Your use of the QuickBooks Premier: Accountant Edition is conditional upon your being a member in good standing in the IntuitAdvisor Program. b. In addition to the terms, conditions and restrictions set forth in this Agreement, your membership guide to the IntuitAdvisor Program ("IntuitAdvisor’s Guide") may set out additional terms, conditions and restrictions that apply to you. In the event that the terms of this Agreement are inconsistent with the IntuitAdvisor’s Guide, the terms of this Agreement shall control as to the software QuickBooks Premier: Accountant Edition. c. You may not assign/transfer your rights in and to QuickBooks Premier: Accountant Edition to any third party without Intuit’s prior approval, which may be conditional upon the third party assignee/transferee agreeing to certain terms and conditions as determined by Intuit in its sole discretion. -- English Page 2 of 4 -- 6. 60 Day Money Back Guarantee In the event you determine that you are not satisfied with the Software, you may obtain a full refund of your purchase price (minus applicable shipping and handling fees (if any)) if within sixty (60) days of purchase you: (a) send to the address set forth in Section 11.3: all items provided to you as part of the Software and documentation evidencing the date and amount you paid for the Software (e.g. dated receipt, shipping invoice); (b) delete any Software and documentation downloaded or loaded onto your computer; and (c) destroy any and all copies made by you (or with your permission) of any portion of the Software. 7. Limited Warranty 7.1 Intuit warrants that all CD-Rom disk(s), diskettes or other media (collectively, "disk(s)") provided to you as part of the Software and under this Agreement, when under normal use, shall be free from defects in material and workmanship for sixty (60) days from the date of your purchase of the Software ("warranty period"). If you purchased the Software from Intuit or from a retail store and your disk(s) does not operate as warranted, Intuit shall, at its option, repair/replace the disk(s) or refund your purchase price provided that you send Intuit a replacement request, the defective disk(s), and documentation evidencing the date and amount for which your purchased the Software (e.g., dated receipt, shipping invoice), prior to the expiration of the warranty period. If the Software was pre-installed on your computer when you bought it, or the disk(s) came packaged with your computer at no extra charge, and the Software is defective or was installed improperly, you may obtain a replacement or repaired disk(s) from the manufacturer of your computer by, at its option, sending the manufacturer your request stating the nature of the problem, plus a copy of your dated receipt for the computer on which the Software was installed, prior to the expiration of the warranty period. 7.2 If you identify a defect after the warranty period, Intuit may make a replacement disk(s) available if you send to Intuit: your replacement request, the defective disk(s), and a cheque made payable to "Intuit Canada" in the applicable amount plus applicable tax. You can access the cost for replacement disks online via www.quickbooks.ca/fees.html or by calling Intuit at 1-888-333- 8580. For all orders shipped within Canada, please add all applicable provincial and local sales tax as well as tax on shipping and handling based on your shipping address. Any request for the replacement of defective disk(s) (with the items identified in this Section 7.2) must be sent to Intuit as set forth at Section 11.3. 7.3 THIS SECTION 7 SETS FORTH INTUIT’S ENTIRE LIABILITY AND YOUR EXCLUSIVE REMEDIES IN THE EVENT OF YOUR DISSATISFACTION WITH THE SOFTWARE, DEFECTIVE DISKS, SERVICES OR TECHNICAL SUPPORT PROVIDED AS PART OF OR IN CONNECTION WITH THE SOFTWARE OR THIS AGREEMENT. 8. Limited Warranty and Disclaimers EXCEPT AS PROVIDED IN SECTION 7 AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SOFTWARE, ANY RELATED DOCUMENTATION, MATERIALS, SERVICES AND TECHNICAL SUPPORT PROVIDED TO YOU IN CONNECTION WITH THE SOFTWARE ARE PROVIDED "AS-IS" AND YOU ACCEPT THE ENTIRE RISK AS TO THEIR QUALITY AND PERFORMANCE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, INTUIT, ITS AFFILIATED COMPANIES, AND THEIR LICENSORS DISCLAIM ALL OTHER REPRESENTATIONS, WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, REGARDING THE SOFTWARE, DISK(S), RELATED DOCUMENTATION, AND OTHER MATERIALS AND TECHNICAL SUPPORT, INCLUDING THEIR FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABLE QUALITY, OR NONINFRINGEMENT. INTUIT DOES NOT WARRANT THAT THE SOFTWARE SHALL PERFORM ERROR FREE OR WITHOUT INTERRUPTION, OR THAT IT IS FREE FROM BUGS, VIRUSES, ERRORS, OR OTHER PROGRAM LIMITATIONS, NOR DOES INTUIT WARRANT ACCESS TO THE INTERNET OR ANY OTHER SERVICE INCLUDING THIRD PARTY SERVICES TO WHICH YOU MAY CONNECT THROUGH THE SOFTWARE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY INTUIT AND ITS LICENSORS, THEIR RESPECTIVE EMPLOYEES, DISTRIBUTORS, DEALERS OR AGENTS SHALL INCREASE THE SCOPE OF THE ABOVE REPRESENTATIONS, WARRANTIES OR CONDITIONS, OR CREATE ANY NEW REPRESENTATIONS, WARRANTIES OR CONDITIONS IN CONNECTION WITH THE SOFTWARE IN THIS AGREEMENT. INTUIT MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING ANY THIRD PARTY CONTENT, EVEN IF ACCESSED THROUGH THE SOFTWARE BY MEANS OF A LINK OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY REPRESENTATIONS OR WARRANTIES REGARDING THE OWNERSHIP OR FUNCTIONALITY OF SUCH CONTENT. SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OF IMPLIED REPRESENTATIONS, WARRANTIES AND CONDITIONS, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. IN THAT EVENT, TO THE EXTENT YOUR JURISDICTION PERMITS LIMITATIONS ON DURATION OF IMPLIED WARRANTIES, ANY IMPLIED REPRESENTATIONS, WARRANTIES OR CONDITIONS ARE LIMITED IN DURATION TO SIXTY (60) DAYS FROM THE DATE YOU PURCHASED THE SOFTWARE, OR TO THE SHORTEST PERIOD PERMITTED BY APPLICABLE LAW, IF LONGER. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY HAVE OTHER RIGHTS AS WELL, WHICH VARY ACCORDING TO JURISDICTION. 9. Limitation of Liability and Damages 9.1 THE ENTIRE AND SOLE LIABILITY OF INTUIT AND ITS SUBSIDIARIES, AFFILIATES, LICENSORS, PARTICIPATING FINANCIAL INSTITUTIONS, THIRD-PARTY CONTENT OR SERVICE PROVIDERS, DISTRIBUTORS, DEALERS OR SUPPLIERS ("REPRESENTATIVES") FOR ANY REASON SHALL BE LIMITED TO THE AMOUNT PAID BY YOU TO INTUIT OR ITS AUTHORIZED RESELLER FOR THE SOFTWARE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, INTUIT AND ITS REPRESENTATIVES ARE NOT LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS OR INVESTMENT, OR THE LIKE), WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF INTUIT OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. INTUIT’S AND ITS REPRESENTATIVES' TOTAL LIABILITY TO YOU FOR ALL DAMAGES FROM ANY CAUSE WHATSOEVER WILL BE LIMITED TO THE AMOUNT PAID BY YOU FOR THE SOFTWARE. SOME JURISDICTIONS MAY NOT ALLOW THE LIMITATION AND/OR EXCLUSION OF LIABILITY FOR CERTAIN CATEGORIES OF DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. 9.2 These limitations of damages set forth above are fundamental elements of the basis of the bargain between Intuit and you. Intuit would not be able to have provided the Software and/or the related services and materials without such limitations. 10. Banking and other Online Services Access to online banking, online investment statement download, and any other services available through the Internet and selected Intuit products may be provided by your financial institution or other third party and not Intuit ("Online Services"). Online Services shall also include services available to you in or from the Intuit Software, often co-branded with Intuit and third party brands, in which a third party is primarily responsible for making added functionality available to you. You agree not to hold Intuit liable for any loss or damage of any sort incurred as a result of any such dealings with any services provided by your financial institution or other third party. Intuit generally does not control the independent contractors providing Online Services, and thus such Online Services may not be available to you at all times or for extended periods of time, even if such services are indicated as being available in the Software or documentation or on the Software packaging. In addition, all Online Services are subject to change without notice. Your access may be limited from time to time, depending on the service provided by your internet service provider or your financial institution or other third party service provider. You may be billed for these Online Services by your financial institution or other third party, not Intuit, and such financial institution or other third party may have its own service agreement which will govern the Online Services it provides. You agree to be responsible for all telephone charges associated with your Internet and Online Services usage. 11. Notice and Returns 11.1 Notification by Intuit to You: Notifications from Intuit concerning the Software (e.g. availability of an update or error correction) and/or this Agreement will be made accessible online via www.quickbooks.ca. In its sole discretion, Intuit may also provide notification by other means such as e-mail and post. You agree that it is your sole responsibility to routinely visit www.quickbooks.ca for notices regarding the Software and this Agreement and to ascertain how such may impact your use of the Software. If your Software is QuickBooks Premier: Accountant Edition, additional means of notification may apply to you, and you acknowledge and agree that notice provided by Intuit in accordance with this Section 11.1 and/or as set forth in the membership guide shall be valid. 11.2 Notification by You to Intuit: Any notification to be provided by you to Intuit under this Agreement must be made by one of the following means: (a) a letter mailed to: Intuit Canada Partnership, P.O. Box 4182, Edmonton, Alberta, T6E 4T2; or (b) a telephone call to: 1-888-333-8580. 11.3 Address for Product Returns: All product returns under this Agreement must be sent via registered mail to: Intuit Canada Partnership, P.O. Box 4182, Edmonton, Alberta T6E 4T2. 11.4 Address for Contacting Intuit: If you have any questions concerning this Agreement, you may contact Intuit by writing to: Intuit Canada Partnership, P.O. Box 4182, Edmonton, Alberta T6E 4T2, Attn: Legal Department. 12. Termination This Agreement may be terminated by Intuit immediately and without notice if you fail to comply with any term or condition of this Agreement. Upon such termination, you must immediately return to Intuit the Software and all other materials provided to you under this Agreement, as well as destroy any complete and/or partial copies of the Software, including all backup copies and all other materials. If your Software is QuickBooks Premier: Accountant Edition, additional terms of termination may apply to you as set forth in the membership guide. 13. General Provisions 13.1 In the event of a conflict between this Agreement and the software license agreement included in the manual you receive in connection with the initial shipment of Software to you, the terms and conditions of this Agreement shall control. This Agreement does not limit any rights that Intuit may have under trade secret, copyright, patent, trademark or other laws. Your breach of this Agreement may subject you to civil and criminal liability. The Representatives are not authorized to make modifications to this Agreement, or to make any additional representations, commitments, or warranties binding on Intuit, unless such are in writing and signed by an officer of Intuit. Accordingly, such additional statements by Representatives are not binding on Intuit and you should not rely upon such statements. If any provision of this Agreement is invalid or unenforceable under applicable law, then that provision will be deemed, to the extent necessary, amended or omitted, and the remaining provisions will continue in full force and effect. The validity and performance of this Agreement shall be governed by Alberta law (without reference to choice of law principles), except as to copyright and trademark matters, which are covered by Canadian federal laws and international treaties. This Agreement is deemed entered into at Edmonton, Alberta, and shall be construed as to its fair meaning and not strictly for or against either party. 13.2 The Software may contain dated information. In using the Software, you understand that it may not include all the information or the most current information relevant to your particular needs or situation. 14. Export Restrictions You acknowledge and agree that the Software is subject to restrictions and controls imposed by the Export and Import Permits Act (Canada) and Regulations under the Export and Import Permits Act (the "Acts") as well as by the United States Export Administration Act and Export Administration Regulations. You agree and certify that neither the Software nor any part or direct product thereof is being or will be acquired, shipped, transferred or exported, directly or indirectly, outside Canada (other than to the United States) or is being or will be used for any purpose prohibited by the Acts; provided, however, that any person may travel to countries not prohibited by the Acts for a period of three (3) months with the Software when it is installed on their personal computer and not otherwise used or transferred in violation of the Acts. 15. Privacy Policy Intuit gathers certain end user information and personal data from its customers. Intuit adheres to all applicable laws governing the protection of any individual personal data provided to Intuit in connection with the use of Intuit products/services. Please go to www.Intuit.com/canada/privacy.html to review Intuit’s current privacy policy in full. The privacy policy is subject to change without notice. 16. Trademarks Easy Step, Intuit, the Intuit Logo, MacInTax, Quicken, QuickBooks, Qcard, and TurboTax are registered trademarks or service marks of Intuit Inc. or one of its subsidiaries. Billminder, Bizminder, Business Cash Finder, Deduction Finder, Easy Quote, End Financial Hassles, Financial Calendar, Impot Rapide, Impot Rapide Edition Pro, IntelliCharge, Open Financial Exchange, Pocket Quicken, QuickBooks Payroll Service, QuickBooks Basic, QuickBooks Premier, QuickBooks Premier: Accountant Edition, QuickBooks Premier: Accountant Edition Payroll Service, QuickBooks Premier Payroll Service, QuickBooks Pro, QuickBooks Pro Payroll Service, QuickBooks logiciel comptable, QuickBooks Pro logiciel comptable, QuickFill, QuickInvoice, QuickMath, Quick Pay, Quick Report, Quick Scroll, QuickTax, QuickTax Deluxe, QuickTax for Macintosh, QuickTax ProSeries, QuickTax Web, QuickTaxWeb.ca, Quick Tour, QuickWealth Planner, Quick Zoom, Quicken.ca, Quicken Deluxe, Quicken French, Quicken Home & Business, SmartAudit, TaxAdvisor, Tax Partner and TurboForms, among others, are trademarks or service marks of Intuit, Intuit Inc. or one of its subsidiaries. Any other product names, marks, symbols, trade names, company names and/or logos which appear within this product are the property of their respective owners and appear through the courtesy of such owners. Such marks are protected by Canadian law on trademark and unfair competition and may also be registered in the Canadian Intellectual Property Office and/or in the U.S. Patent and Trademark Office. 17. Language It is the express wish of the parties that this Agreement and all related documents be drawn up in English. C’est la volonté expresse des parties que la présente convention ainsi que les documents qui s’y rattachent soient rédigés en anglais. Copyright © 2000, 2001 Intuit Canada Limited. Copyright © 2002 Intuit Canada, a General Partnership. All rights reserved. http://www.intuit.com/canada -- English Page 3 of 4 -- Software License and Services Agreement For 1) QUICKBOOKS BASIC PAYROLL SERVICE, 2) QUICKBOOKS PRO PAYROLL SERVICE, 3) QUICKBOOKS PREMIER PAYROLL SERVICE, & 4) QUICKBOOKS PREMIER: ACCOUNTANT EDITION PAYROLL SERVICE 1. Agreement Controls the Relationship This Software License and Services Agreement ("Agreement") sets forth all terms and conditions, obligations, responsibilities, liabilities and remedies as between (a) you and (b) Intuit Canada, a general partnership, ("Intuit") and the Representatives (defined in Section 11) in regards to your use of the "QuickBooks Payroll Service", which collectively refers to the "Software", being QuickBooks Basic, QuickBooks Pro, QuickBooks Premier or QuickBooks Premier: Accountant Edition (as applicable), and any related services, materials, and documentation. By using the QuickBooks Payroll Service, you confirm that you (a) have read and understood this Agreement, (b) accept and agree to be bound by its terms and conditions, (c) acknowledge that this Agreement sets forth your exclusive remedies in respect of any claims you may have related to the QuickBooks Payroll Service, and (d) understand that this Agreement fully sets out the obligations and limitations of liabilities of Intuit, its licensors and the Representatives to you, notwithstanding any other prior or contemporaneous writing (including any related packaging or advertisements), promise, understanding, or oral representations made by any party, including Intuit. 2. Rejection of Agreement 2.1 If you signed up for QuickBooks Payroll Service but do not agree with or consent to be bound by the terms of this Agreement, you must (a) immediately discontinue all use of QuickBooks Payroll Service; (b) immediately delete from your computer any software provided to you as part of QuickBooks Payroll Service, and destroy any and all copies made by you (or with your permission) of any portion of such software; and (c) within ten (10) days, return all items provided to you as part of QuickBooks Payroll Service plus documentation evidencing the date and amount you paid for your subscription to QuickBooks Payroll Service (e.g. dated receipt, shipping invoice) to the address set forth in Section 13.3. 2.2 If you comply with the terms of Section 2.1, you shall receive a full refund of any monies you paid for QuickBooks Payroll Service. 3. Services and Support 3.1 For your continued compliance with the terms of this Agreement and any modification to the Agreement made by Intuit in accordance with Section 13.1, you shall have access to QuickBooks Payroll Service which consists of: "Services" which means (i) unlimited access to your specified version of QuickBooks Basic, QuickBooks Pro, QuickBooks Premier, or QuickBooks Premier: Accountant Edition (as applicable) and any content owned by or licensed to Intuit which is accessible via QuickBooks Payroll Service, (ii) any updates, error corrections, and new releases provided to you by Intuit or its Representatives in relation to your specified version of QuickBooks Basic, QuickBooks Pro, QuickBooks Premier, QuickBooks Premier: Accountant Edition (as applicable) which Intuit makes available to the general public, (iii) may include the current tax tables and related updates as made available to the general public by the Canadian federal and local governments ("Tax Table"), and (iv) may include access to specified features not generally available to other QuickBooks users. As part of the Services, you may also be provided with certain software that, subject to the terms of this Agreement, you may store on or access via your computer. Intuit’s obligations under this Section 3.1 are contingent upon you installing all updates and error corrections within thirty (30) days of such being provided to you by Intuit (or its Representatives). 3.2 As determined by Intuit in its sole discretion, all Services are provided (a) electronically via the world-wide-web and/or (b) via media (e.g. CD-ROM). You may be charged an additional fee if Intuit makes Services available (y) both electronically and via media and you chose media or (z) in different media forms and you chose the form which is identified as having an additional fee. It is your sole responsibility to establish and maintain adequate access to the world- wide-web in order to receive the Services and to maintain in good working order the computer on which you will access the Services. 3.3 In its sole discretion, Intuit may provide technical support for the current release/version of the Software and the immediately preceding release/version for a period of six (6) months following the date the subsequent release/version is made generally available to QuickBooks Payroll Service customers. Technical support provided by Intuit may be subject to an additional fee to be paid in advance. You may access the price schedule for technical support at http://www.intuit.com/canada/quickbooks/support.html, or by calling Intuit at 1-888-333-8580. 4. License Grants 4.1 Single-User License: When you sign up for a single license for QuickBooks Basic, QuickBooks Pro, QuickBooks Premier or QuickBooks Premier: Accountant Edition (as applicable), you are granted a non-exclusive, limited license for one (1) individual to access the Services on a single computer located within the geographic boundaries of Canada (except that use is permitted outside of Canada only during temporary travel abroad). You are permitted to make one (1) backup copy of the applicable Software as an archival copy. You may also use your backup copy to replace the applicable Software in the event the Software loaded on the licensed computer is lost or is damaged and rendered unusable, however, your use of the replacement copy of the Software will be subject to the terms and conditions set forth in this Agreement. You may print one (1) copy of any online user documentation in relation to the Services and/or the Software. 4.2 Licenses for Multi-Users (available only for QuickBooks Pro, QuickBooks Premier, and QuickBooks Premier: Accountant Edition): 4.2.1 If you want multiple users to have the ability to use QuickBooks Pro, QuickBooks Premier, or QuickBooks Premier: Accountant Edition, you are required to pay an additional license fee for each additional user, which will be subject to the same restrictions as the single user license. You may access the price schedule for additional user licenses at www.quickbooks.ca/fees.html, or by calling Intuit at 1-888-333-8580. By way of example only, if you have paid for five (5) user licenses for QuickBooks Pro, QuickBooks Premier and QuickBooks Premier: Accountant Edition (as applicable), you are granted a limited non-exclusive license to (a) have up to five (5) individuals (who are your owners, employees, or contractors) access the Services; (b) download the Software on up to five (5) computers located within the geographic boundaries of Canada (except that use is permitted outside of Canada only during temporary travel abroad) which may be used by up to five (5) individuals (who are your owners, employees, or contractors); (c) place a copy of your Software data file on a network; and (d) make up to four (4) additional copies of the printed materials provided to you by Intuit (if any) and/or print up to five (5) copies of any online user documentation in relation to the Services. 4.2.2 Subject to the number of licenses paid for by you and the terms of this Agreement, you may have up to five (5) individuals simultaneously use QuickBooks Pro, QuickBooks Premier or QuickBooks Premier: Accountant Edition (as applicable). Use of the Software by more than five (5) users at the same time may result in the failure of the Software, performance degradation, errors and/or loss of data, and shall be considered a material breach of this Agreement. 4.3 Tax Table: If made available in Intuit’s sole discretion, Intuit grants you a limited non-exclusive license to use the Tax Table and related documentation only in connection with QuickBooks Payroll Service. You may only use or install the tax tables updates on the computer(s) licensed to access the Software under this Agreement. 4.4 QuickBooks Pro Timer License (available only with QuickBooks Pro, QuickBooks Premier and QuickBooks Premier: Accountant Edition): If your Software is QuickBooks Pro, QuickBooks Premier or QuickBooks Premier: Accountant Edition, You may use the QuickBooks Pro Timer program on all computers used in your business. 4.5 Trial-User License: If you have signed up for a trial-user version of the Software, you are granted a limited non-exclusive license to use the Software so that one (1) individual may access the Services on a single computer located within the geographic boundaries of Canada (except that use is permitted outside of Canada only during temporary travel abroad). You may print one (1) copy of any online user documentation in relation to the Services and/or the Software, however, you cannot make multiple copies of any online user documentation or printed materials that accompany the Software (if any). Your trial-user license is only valid for approximately five (5) uses of the Services, or as otherwise may be specified on the packaging or as identified when you signed up for the trial-user version of the Software. You understand that upon the expiration of your trial user license, you must sign up for the Services to continue to use the Software and Services and, in the absence of which, you may not be able to use/access the Software or any data you entered into the Software. 5. License Restrictions 5.1 QuickBooks Payroll Service contains Intuit trade secrets. You may not disclose such trade secrets or decompile, reverse engineer, disassemble, or otherwise reduce the Software to human-perceivable form. 5.2 You may not modify, adapt, translate, rent, sublicense, assign (except as permitted under Section 5.4), lend, resell for profit, distribute, or network any portion of QuickBooks Payroll Service, the Software, disk(s), or related materials, or create derivative works based thereon or any part thereof. 5.3 The Services and any Software and materials provided to you as part of QuickBooks Payroll Service, are protected by Canadian and other copyright laws and international treaties. Unless expressly permitted under your applicable license grant in Section 4.1, 4.2, or 4.5, any of the following actions by you, among others, would be considered violations of this Agreement. (a) Distributing copies of the Software to entities or persons that have not purchased a license to QuickBooks Payroll Service from Intuit; (b) Permitting others to access QuickBooks Payroll Service for their own purpose; (c) Enabling others to use your QuickBooks Payroll Service registration or access codes, passwords, Installation Key Codes (as may be provided by Intuit), or serial number(s) (if any); (d) Making additional copies or duplicating any aspect of the Services including, but not limited to, the Software, by any means, including electronic transmission; (e) Copying any portion of the printed materials, if any, accompanying the Software, or printing multiple copies of any user documentation; or (f) Installing the Software on computers used by individuals who do not have license grants under QuickBooks Payroll Service. 5.4 Subject to Intuit’s approval, you may only transfer/assign your right(s) in and to QuickBooks Basic, QuickBooks Pro, or QuickBooks Premier to a third party, or sell the computer on which this software is installed to a third party, provided that, within fifteen (15) days of the transfer/assignment to that third party, (a) you notify Intuit of the transfer/assignment and complete any transfer forms required by Intuit, (b) the third party enters into the most current version of the Agreement for QuickBooks Basic, QuickBooks Pro, or QuickBooks Premier (as applicable) as provided by Intuit; and (c) the third party provides Intuit with complete payment information, as deemed acceptable by Intuit, for purposes of paying the Service Fee(s) and all other fees which might be due and owing in connection with your prior use of QuickBooks Payroll Service. If you transfer/assign your rights to QuickBooks Basic, QuickBooks Pro, or QuickBooks Premier to any third party, you may not keep a copy of such software or any related materials/documentation for yourself. 5.5 If your Software is QuickBooks Premier: Accountant Edition: a) Your use of the QuickBooks Premier: Accountant Edition is conditional upon your being a member in good standing in the IntuitAdvisor Program. b) In addition to the terms, conditions and restrictions as to QuickBooks Premier: Accountant Edition set forth in this Agreement, your membership guide to the IntuitAdvisor Program ("IntuitAdvisors’ Guide") may set out additional terms, conditions and restrictions that apply to you. In the event that the terms of this Agreement are inconsistent with the IntuitAdvisors’ Guide, the terms of this Agreement shall control as to the software QuickBooks Premier: Accountant Edition. c) You may not assign/transfer your rights in and to QuickBooks Premier: Accountant Edition to any third party without Intuit’s prior approval, which may be conditional upon the third party assignee/transferee agreeing to certain terms and conditions as determined by Intuit in its sole discretion. 6. Cost of QuickBooks Payroll Service 6.1 If your Software is QuickBooks Basic, QuickBooks Pro or QuickBooks Premier, the fees and terms of payment for use of QuickBooks Payroll Service are: 6.1.1 Once every calendar month (or other time period as mutually agreed upon by you and Intuit) ("Service Period"), you authorize Intuit to charge to your "credit card" identified by you, a fee (plus any and all applicable taxes) for access to QuickBooks Payroll Service ("Service Fee"). "Credit card" means bank issued credit cards, debit cards, electronic funds transfers, or such other means of payment as deemed acceptable by Intuit in its sole discretion. Any other fees owed by you under this Agreement will be charged to your credit card at the time such fees are due. Every twelve (12) months from the date you first subscribe to QuickBooks Payroll Service and every subsequent twelve (12) month period starting on the anniversary date of your subscription shall be a "Subscription Year". 6.1.2 The current Service Fee per Service Period (which for purposes of this Section 6.1.2 shall be a calendar month) for each available version of QuickBooks Payroll Service, based upon the number of user licenses, can be accessed online via www.quickbooks.ca/fees.html or by calling Intuit at 1-888- 333-8580. Intuit may modify the Service Fee at any time by providing notice in the manner set forth in Section 13.1 at least sixty (60) days before the modified rate takes effect. Unless you cancel QuickBooks Payroll Service under Section 2 or 8, all Service Fees paid by you are non-refundable. 6.1.3 It is your sole responsibility to ensure that Intuit has your valid and current credit card information. If your credit card, or other form of payment, is declined, expired or the credit card issuer or financial institution otherwise denies payment, Intuit may continue to try to process your credit card payment and/or charge you an administrative fee. Further, if your account falls into arrears, you will be denied access to QuickBooks Payroll Service which will not be reinstated until you pay all past due Service Fee(s), applicable administrative fees and, as determined by Intuit in its discretion, prepay the Service Fee(s) for up to three (3) months in advance. If you fail to keep your account current, Intuit may send your account to a collections agency. 6.2 If your Software is QuickBooks Premier: Accountant Edition, your Service Period is the term of your membership period in the IntuitAdvisors’ Program as set forth in the IntuitAdvisors’ Guide, and your Service Fee for access to QuickBooks Payroll Service is included in your annual membership fee to the IntuitAdvisors’ Program. It is your sole responsibility to timely notify Intuit of your desire to renew your membership in the IntuitAdvisors’ Program, the failure of which may result in the termination of your ability to access or use QuickBooks Payroll Service including QuickBooks Premier: Accountant Edition. Unless you cancel QuickBooks Payroll Service under Section 2 or 8, all Service Fees paid by you (i.e., including your membership fee for the IntuitAdvisors’ Program) are non-refundable. 7. Cancellation Policy 7.1 You may cancel your subscription to the QuickBooks Payroll Service at any time by notifying Intuit of your cancellation in accordance with Section 13.2. Intuit will charge to your credit card all fees owed by you under this Agreement until your cancellation takes effect. 7.1.1 If your Software is QuickBooks Basic, QuickBooks Pro or QuickBooks Premier, your cancellation will be effective by the close of your applicable Service Period in which Intuit receives your cancellation notice, however, if Intuit receives your notice with less than ten (10) business days left in the then existing Service Period, your cancellation will take effect at the close of the following Service Period, which in no event shall exceed one (1) calendar month. By way of example only, if your subscription to QuickBooks Payroll Service via QuickBooks Pro started on January 15, and Intuit received your notice of cancellation on October 20, your cancellation would be effective by November 15. If Intuit received your cancellation notice after November 5, your cancellation would be effective by December 15 and you would be required to pay for the Service Period which started on November 15. 7.1.2 If your Software is QuickBooks Premier: Accountant Edition, your cancellation will be effective as soon as Intuit processes your cancellation request. 7.2 If you cancel your subscription prior to the end of a Subscription Year, you may be subject to an early cancellation fee for Services rendered and Software provided to you ("Early Cancellation Fee") in addition to any other fees and taxes owed by you under this Agreement. Current Early Cancellation Fees can be accessed via www.quickbooks.ca/fees.html or by calling Intuit at 1-888-333-8580. To determine whether an Early Cancellation Fee may apply to your cancellation, please see as follows: 7.2.1 Cancellation During Initial Subscription Year: If you cancel so that your cancellation is effective prior to the end of your initial Subscription Year, and your Software is QuickBooks Basic, QuickBooks Pro or QuickBooks Premier, Intuit, subject to Section 2 and 8, will charge your credit card, and you agree to pay, the applicable Early Cancellation Fee. 7.2.2 Cancellation After the Initial Subscription Year: If you cancel so that your cancellation is effective prior to the end of any Subscription Year (not including the initial Subscription Year), and your Software is QuickBooks Basic, QuickBooks Pro or QuickBooks Premier, Intuit will charge your credit card, and you agree to pay, the applicable Early Cancellation Fee. 7.2.3 Restrictions on Early Cancellation Fee: If your Software is QuickBooks Premier: Accountant Edition, there is no Early Cancellation Fee. However, as stated in, and subject to, Section 6.2, any Service Fees paid by you are nonrefundable. 7.3 Deactivation Code: Intuit may embed a deactivation code in the Software which, upon cancellation/termination of this Agreement or your failure to pay fees owed by you under this Agreement, may automatically bar your access to QuickBooks Payroll Service and all data you entered into the Software. -- English Page 4 of 4 -- 8. 60 Day Money Back Guarantee In the event you determine that you are not satisfied with QuickBooks Payroll Service, you may cancel your order for a full refund (minus applicable shipping and handling fees) if within sixty (60) days of first signing up you: (a) send to the address set forth in Section 13.3: all items provided to you as part of QuickBooks Payroll Service, your notice of cancellation, and documentation evidencing the date and amount you paid for your subscription to QuickBooks Payroll Service (e.g. dated receipt, shipping invoice); (b) delete any Software and documentation downloaded or loaded onto your computer; and (c) destroy any and all copies made by you (or with your permission) of any portion of QuickBooks Payroll Service. 9. Limited Warranty 9.1 Intuit warrants that all CD-Rom disk(s), diskettes or other media (collectively, "disk(s)") provided to you as part of QuickBooks Payroll Service, when under normal use, shall be free from defects in material and workmanship for sixty (60) days from the date of shipment of the disk(s) to you. For disk(s) that do not operate as warranted, Intuit shall, at its option, repair/replace the disk(s) at no additional cost to you provided that you send Intuit a replacement request, the defective disk(s), and documentation evidencing the date and amount for which you subscribed to QuickBooks Payroll Service (e.g., dated receipt, shipping invoice), prior to the expiration of the sixty (60) day warranty period. If you identify a defect after the warranty period, Intuit may make a replacement disk(s) available if you send to Intuit: your replacement request, the defective disk(s), and a cheque made payable to "Intuit Canada" in the applicable amount plus applicable tax. You can access the cost for replacement disks online via www.quickbooks.ca/fees.html or by calling Intuit at 1-888-333-8580. For all orders shipped within Canada, please add all applicable provincial and local sales tax as well as tax on shipping and handling based on your shipping address. Any request for the replacement of defective disk(s) (with the items identified in this Section 9.1) must be sent to Intuit as set forth at Section 13.3. 9.2 Intuit warrants that the Tax Table, if made available by Intuit in its sole discretion, will operate substantially as described in the related documentation. The Tax Table is designed to provide you with information with the understanding that Intuit is not engaged in rendering legal, accounting or other professional services. If legal advice or other expert assistance is required, you should seek the service of a competent professional. It is your responsibility to be knowledgeable of tax table changes that affect you and to ensure that you follow these changes by law. YOU ASSUME FULL RESPONSIBILITY FOR YOUR SELECTION OF THE TAX TABLE TO ACHIEVE YOUR INTENDED PURPOSES, FOR THE PROPER INSTALLATION AND USE OF THE TAX TABLE AND FOR VERIFYING THE RESULTS OBTAINED FROM USE OF THE TAX TABLES. INTUIT DISCLAIMS ANY WARRANTY OR CONDITION THAT THE FUNCTIONS CONTAINED IN THE TAX TABLE WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION OF THE TAX TABLES WILL BE UNINTERRUPTED OR ERROR FREE. 9.3 THIS SECTION SETS FORTH INTUIT’S ENTIRE LIABILITY AND YOUR EXCLUSIVE REMEDIES IN THE EVENT OF YOUR DISSATISFACTION WITH QUICKBOOKS PAYROLL SERVICE, THE SOFTWARE, THE TAX TABLE, DEFECTIVE DISKS OR TECHNICAL SUPPORT PROVIDED AS PART OF OR IN CONNECTION WITH QUICKBOOKS PAYROLL SERVICE. 10. Limited Warranty and Disclaimers EXCEPT AS PROVIDED IN SECTION 9 AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, QUICKBOOKS PAYROLL SERVICE, ANY RELATED DOCUMENTATION, MATERIALS AND TECHNICAL SUPPORT PROVIDED TO YOU IN CONNECTION WITH QUICKBOOKS PAYROLL SERVICE ARE PROVIDED "AS-IS" AND YOU ACCEPT THE ENTIRE RISK AS TO THEIR QUALITY AND PERFORMANCE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, INTUIT, ITS AFFILIATED COMPANIES, AND THEIR LICENSORS DISCLAIM ALL OTHER REPRESENTATIONS, WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, REGARDING QUICKBOOKS PAYROLL SERVICE, DISK(S), RELATED DOCUMENTATION, AND OTHER MATERIALS AND TECHNICAL SUPPORT, INCLUDING THEIR FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABLE QUALITY, OR NONINFRINGEMENT. INTUIT DOES NOT WARRANT THAT THE SERVICES SHALL PERFORM ERROR FREE OR WITHOUT INTERRUPTION, OR THAT THEY ARE FREE FROM BUGS, VIRUSES, ERRORS, OR OTHER PROGRAM LIMITATIONS, NOR DOES INTUIT WARRANT ACCESS TO THE INTERNET OR ANY OTHER SERVICE INCLUDING THIRD PARTY SERVICES TO WHICH YOU MAY CONNECT THROUGH QUICKBOOKS PAYROLL SERVICE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY INTUIT AND ITS LICENSORS, THEIR RESPECTIVE EMPLOYEES, DISTRIBUTORS, DEALERS OR AGENTS SHALL INCREASE THE SCOPE OF THE ABOVE REPRESENTATIONS, WARRANTIES OR CONDITIONS, OR CREATE ANY NEW REPRESENTATIONS, WARRANTIES OR CONDITIONS IN CONNECTION WITH QUICKBOOKS PAYROLL SERVICE IN THIS AGREEMENT. INTUIT MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING ANY THIRD PARTY CONTENT, EVEN IF ACCESSED THROUGH QUICKBOOKS PAYROLL SERVICE BY MEANS OF A LINK OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY REPRESENTATIONS OR WARRANTIES REGARDING THE OWNERSHIP OR FUNCTIONALITY OF SUCH CONTENT. SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OF IMPLIED REPRESENTATIONS, WARRANTIES AND CONDITIONS, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. IN THAT EVENT, TO THE EXTENT YOUR JURISDICTION PERMITS LIMITATIONS ON DURATION OF IMPLIED WARRANTIES, ANY IMPLIED REPRESENTATIONS, WARRANTIES OR CONDITIONS ARE LIMITED IN DURATION TO SIXTY (60) DAYS FROM THE DATE OF SIGNING UP FOR QUICKBOOKS PAYROLL SERVICE, OR TO THE SHORTEST PERIOD PERMITTED BY APPLICABLE LAW, IF LONGER. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY HAVE OTHER RIGHTS AS WELL, WHICH VARY ACCORDING TO JURISDICTION. 11. Limitation of Liability and Damages 11.1 THE ENTIRE AND SOLE LIABILITY OF INTUIT AND ITS SUBSIDIARIES, AFFILIATES, LICENSORS, PARTICIPATING FINANCIAL INSTITUTIONS, THIRD-PARTY CONTENT OR SERVICE PROVIDERS, DISTRIBUTORS, DEALERS OR SUPPLIERS ("REPRESENTATIVES") FOR ANY REASON SHALL BE LIMITED TO THE AMOUNT PAID BY YOU TO INTUIT OR ITS AUTHORIZED RESELLER FOR QUICKBOOKS PAYROLL SERVICE DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE DATE WHICH, AS DETERMINED BY A COURT OF COMPETENT JURISDICTION, YOU WERE HARMED BY QUICKBOOKS PAYROLL SERVICE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, INTUIT AND ITS REPRESENTATIVES ARE NOT LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS OR INVESTMENT, OR THE LIKE), WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF INTUIT OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. INTUIT’S AND ITS REPRESENTATIVES' TOTAL LIABILITY TO YOU FOR ALL DAMAGES FROM ANY CAUSE WHATSOEVER WILL BE LIMITED TO THE AMOUNT PAID BY YOU FOR THE SIX (6) MONTHS OF QUICKBOOKS PAYROLL SERVICE IMMEDIATELY PRECEDING THE DATE WHICH, AS DETERMINED BY A COURT OF COMPETENT JURISDICTION, YOU WERE HARMED BY YOUR USE OF QUICKBOOKS PAYROLL SERVICE. SOME JURISDICTIONS MAY NOT ALLOW THE LIMITATION AND/OR EXCLUSION OF LIABILITY FOR CERTAIN CATEGORIES OF DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. 11.2 These limitations of damages set forth above are fundamental elements of the basis of the bargain between Intuit and you. Intuit would not be able to have provided the Services and/or the Software without such limitations. 12. Banking and other Online Services Access to online banking, online investment statement download, and any other services available through the Internet and selected Intuit products may be provided by your financial institution or other third party and not Intuit ("Online Services"). Online Services shall also include services available to you in or from the Software, often co-branded with Intuit and third party brands, in which a third party is primarily responsible for making added functionality available to you. You agree not to hold Intuit liable for any loss or damage of any sort incurred as a result of any such dealings with any services provided by your financial institution or other third party. Intuit generally does not control the independent contractors providing Online Services, and thus such Online Services may not be available to you at all times or for extended periods of time, even if such services are indicated as being available in the Software or documentation or on the Software packaging. In addition, all Online Services are subject to change without notice. Your access may be limited from time to time, depending on the service provided by your Internet service provider or your financial institution or other third party service provider. You may be billed for these Online Services by your financial institution or other third party, not Intuit, and such financial institution or other third party may have its own service agreement which will govern the Online Services it provides. You agree to be responsible for all telephone charges associated with your Internet and Online Services usage. 13. Notice and Returns 13.1 Notification by Intuit to You: From time to time, Intuit may modify any term or condition of this Agreement. Intuit also may terminate this Agreement as set forth in Section 14. Intuit will notify you of such modifications or termination of this Agreement by making such notice(s) accessible on line via www.quickbooks.ca/eula.html and the most current version of this Agreement will be accessible online at www.quickbooks.ca/eula.pdf. In its sole discretion, Intuit may also provide notification by other means such as e-mail and post. Unless stated otherwise in this Agreement, the effective date of a modification to this Agreement shall be as specified in the applicable notice but, in no event, shall it be less than sixty (60) days from the date the notice was first made accessible at www.quickbooks.ca/eula.html. You agree that it is your sole responsibility to routinely visit this web page for such notices and to ascertain how any modifications of this Agreement may impact your use of the QuickBooks Payroll Service. If you do not accept the modifications to the Agreement or an applicable price change, you may cancel your subscription to the QuickBooks Payroll Service as set forth in Section 7.1. Your continued use of the QuickBooks Payroll Service will constitute acceptance of the modifications. If your Software is QuickBooks Premier: Accountant Edition, additional means of notification may apply to you, and you acknowledge and agree that notice provided by Intuit in accordance with this Section 13.1 and/or as set forth in the IntuitAdvisors’ Guide shall be valid. 13.2 Notification by You to Intuit: Any notification to be provided by you to Intuit under this Agreement must be made by one of the following means: (a) a letter mailed to: Intuit Canada Partnership, P.O. Box 4182, Edmonton, Alberta, T6E 4T2; or (b) a telephone call to 1-888-333-8580. 13.3 Address for Product Returns: All product returns under this Agreement must be sent via registered mail to: Intuit Canada Partnership, P.O. Box 4182, Edmonton, Alberta T6E 4T2. 13.4 Address for Contacting Intuit: If you have any questions concerning this Agreement, you may contact Intuit by writing to: Intuit Canada Partnership, P.O. Box 4182, Edmonton, Alberta T6E 4T2, Attn: Legal Department. 14. Termination This Agreement may be terminated by Intuit immediately and without notice if you fail to comply with any term or condition of this Agreement. Intuit may also terminate this Agreement and your rights to QuickBooks Payroll Service at any time by providing you with no less than ninety (90) days notice in the manner set forth in Section 13.1. If your Software is QuickBooks Premier: Accountant Edition, additional terms of termination may apply to you as set forth in the IntuitAdvisors’ Guide. Upon such termination, you must immediately return to Intuit the Software and all other materials provided to you under this Agreement, as well as destroy any complete and partial copies of the Software, including all backup copies and all other materials provided as part of QuickBooks Payroll Service. 15. General Provisions 15.1 In the event of a conflict between this Agreement and the software license agreement included in the manual you receive in connection with the initial shipment of Software to you, the terms and conditions of this Agreement shall control. This Agreement does not limit any rights that Intuit may have under trade secret, copyright, patent, trademark or other laws. Your breach of this Agreement may subject you to civil and criminal liability. The Representatives are not authorized to make modifications to this Agreement, or to make any additional representations, commitments, or warranties binding on Intuit, unless such are in writing and signed by an officer of Intuit. Accordingly, such additional statements by Representatives are not binding on Intuit and you should not rely upon such statements. If any provision of this Agreement is invalid or unenforceable under applicable law, then that provision will be deemed, to the extent necessary, amended or omitted, and the remaining provisions will continue in full force and effect. The validity and performance of this Agreement shall be governed by Alberta law (without reference to choice of law principles), except as to copyright and trademark matters, which are covered by Canadian federal laws and international treaties. This Agreement is deemed entered into at Edmonton, Alberta, and shall be construed as to its fair meaning and not strictly for or against either party. 15.2 QuickBooks Payroll Service may contain dated information. In using QuickBooks Payroll Service, you understand that it may not include all the information or the most current information relevant to your particular needs or situation. 16. Export Restrictions You acknowledge and agree that the Software is subject to restrictions and controls imposed by the Export and Import Permits Act (Canada) and Regulations under the Export and Import Permits Act (the "Acts") as well as by the United States Export Administration Act and Export Administration Regulations. You agree and certify that neither the Software nor any part or direct product thereof is being or will be acquired, shipped, transferred or exported, directly or indirectly, outside Canada (other than to the United States) or is being or will be used for any purpose prohibited by the Acts; provided, however, that any person may travel to countries not prohibited by the Acts for a period of three (3) months with the Software when it is installed on their personal computer and not otherwise used or transferred in violation of the Acts. 17. Privacy Policy Intuit gathers certain end user information and personal data from its customers. Intuit adheres to all applicable laws governing the protection of any individual personal data provided to Intuit in connection with the use of Intuit products/services. Please go to www.Intuit.com/canada/privacy.html to review Intuit’s current privacy policy in full. The privacy policy is subject to change without notice. 18. Trademarks Easy Step, Intuit, the Intuit Logo, MacInTax, Quicken, QuickBooks, Qcard, and TurboTax are registered trademarks or service marks of Intuit Inc. or one of its subsidiaries. Billminder, Bizminder, Business Cash Finder, Deduction Finder, Easy Quote, End Financial Hassles, Financial Calendar, Impot Rapide, Impot Rapide Edition Pro, IntelliCharge, Open Financial Exchange, Pocket Quicken, QuickBooks Payroll Service, QuickBooks Basic, QuickBooks Premier, QuickBooks Premier: Accountant Edition, QuickBooks Premier Payroll Service, QuickBooks Premier: Accountant Edition Payroll Service, QuickBooks Pro, QuickBooks Pro Payroll Service, QuickBooks logiciel comptable, QuickBooks Pro logiciel comptable, QuickFill, QuickInvoice, QuickMath, Quick Pay, Quick Report, Quick Scroll, QuickTax, QuickTax Deluxe, QuickTax for Macintosh, QuickTax ProSeries, QuickTax Web, QuickTaxWeb.ca, Quick Tour, QuickWealth Planner, Quick Zoom, Quicken.ca, Quicken Deluxe, Quicken French, Quicken Home & Business, SmartAudit, TaxAdvisor, Tax Partner and TurboForms, among others, are trademarks or service marks of Intuit, Intuit Inc. or one of its subsidiaries. Any other product names, marks, symbols, trade names, company names and/or logos which appear within this product are the property of their respective owners and appear through the courtesy of such owners. Such marks are protected by Canadian law on trademark and unfair competition and may also be registered in the Canadian Intellectual Property Office and/or in the U.S. Patent and Trademark Office. 19. Language It is the express wish of the parties that this agreement and all related documents be drawn up in English. C’est la volonté expresse des parties que la présente convention ainsi que les documents qui s’y rattachent soient rédigés en anglais. Copyright © 2001 Intuit Canada Limited. Copyright © 2002 Intuit Canada, a General Partnership. All rights reserved. http://www.intuit.com/canada