INTUIT SOFTWARE END USER LICENSE AGREEMENT A. INTUIT GENERAL END USER LICENSE AGREEMENT.

Thank you for selecting the Softwar e offered by Intuit Inc. or its Affiliates (referred to as "Intuit," "we," "our, " or "us").Please review these license terms ("Agreement") thoroughly. This Agree ment is a legal agreement between you and Intuit. By clicking "I AGREE," indicat ing acceptance electronically, accessing or using the Software, you agree to the se terms. If you do not agree to this Agreement, then do not indicate acceptance of the Agreement and do not use the Software. 1. AGREEMENT 1.1 This Agreement describes the terms governing your use of the Intuit Software including content, updates and new releases (collectively, the Software ) and give s you certain rights and responsibilities depending on the software license you selected, purchased or subscribed to, as more fully described herein. The Agreem ent includes by reference: * Intuit's Privacy Statement available on the website or provided to you in writ ing for the Software you selected; * Additional Terms and Conditions for the Software that you have selected, inclu ding any licenses, terms of service or other terms of use from third parties off ered in connection with the Software; and * Any terms provided separately to you for the Software, including for example, web or email product or program terms, ordering, activation, pricing and payment terms, where applicable. 1.2 An "Affiliate" means all Intuit companies and subsidiaries that directly or indirectly, control or are controlled by Intuit, or are under the common control with Intuit. As used in this Agreement, control means equity ownership of fifty percent (50%) or greater interest in the voting shares held by an entity. 2. LICENSE GRANT AND RESTRICTIONS 2.1 The Software is protected by copyright, trade secret, and other intellectual property laws. You are only granted certain limited rights to install and use t he Software, and Intuit reserves all other rights in the Software not granted to you in writing herein. As long as you meet any applicable payment obligations a nd comply with this Agreement, Intuit grants you a personal, limited, nonexclusi ve, nontransferable, revocable license to use the Software only for the period o f use provided in the ordering and activation terms, as set forth in this Agreem ent, or in accordance with Intuit s then-current product discontinuation policies, as updated from time to time, and only for the purposes described by Intuit for the Software. 2.2 You acknowledge and agree that the Software is licensed, not sold. You agree not to use the Software in a manner that violates any applicable law, regulatio n or this Agreement. For example, unless authorized by Intuit in writing, you ag ree you will not: * Provide access to or give the Software or any part of the Software to any thir d party; * Reproduce, duplicate, copy, deconstruct, reverse-engineer, sell, trade or rese ll the Software; * Transfer your license to the Software to any other party without express writt en permission from Intuit; * Attempt unauthorized access to any other Intuit systems that are not part of t he Software; * Permit any third party to benefit from the use or functionality of the Softwar e via a rental, lease, timesharing, service bureau, hosting service, or other ar rangement; or * Upload, host, use or access the Software via a timesharing, service bureau, vi rtualization, application hosting or other remote access arrangement. If you violate any of these terms, this Agreement and your license to use the So ftware may be terminated by Intuit in its sole discretion. 3. PAYMENT. For Software licensed on a payment or subscription basis, the follow

ing terms apply, unless Intuit notifies you otherwise in writing. This Agreement also incorporates by reference and includes program ordering and payment terms provided to you for the Software: a. Payments will be billed to you in U.S. dollars, and your account will be debi ted when you subscribe and provide your payment information, unless stated other wise in the program ordering or payment terms on the website for the Software. b. You must pay with one of the following: 1. A valid credit card acceptable to Intuit; 2. A valid debit card acceptable to Intuit; 3. Sufficient funds in a checking or savings account to cover an electronic debi t of the payment due; or 4. By another payment option Intuit provides to you in writing. c. If your payment and registration information is not accurate, current and com plete, and you do not notify us promptly when such information changes, we may i mmediately suspend or terminate your account, terminate your license and refuse any further use of the Software. d. Intuit will automatically renew your monthly, quarterly, or annual subscripti on at the then-current rates, as required for you to maintain access to the Soft ware, unless your license to the Software is cancelled or terminated under this Agreement. e. Additional cancellation or renewal terms may be provided to you on the websit e for the Software. 4. TRIAL VERSIONS AND BETA FEATURES. If you registered for a trial use of the S oftware ("Trial Period"), you must decide to purchase a Software license within the Trial Period in order to retain any Content (defined in Section 6) that you have entered into the Software, created within the Software data file, posted or uploaded during the Trial Period. If you do not purchase a Software license by the end of the Trial Period, your Content will no longer be available to you. To be very clear, after using the Software during the trial period, if you decide not to purchase the license to the full version of the Software, you will not be able to access or retrieve any of the data you added or created with the softwa re during the trial. 5. YOUR PRIVACY AND PERSONAL INFORMATION. You can view Intuit s Privacy Statement on the Intuit website, or via a link on the website for the Software you have se lected. You agree to be bound by the applicable Intuit Privacy Statement, subjec t to change in accordance with its terms. Most importantly, you agree: * To Intuit maintaining your data according to the Intuit Privacy Statement, as part of the Software. * To give Intuit permission to aggregate your non-personally identifiable data w hich you enter or upload with that of other users of the Software. By way of exa mple, this means that Intuit may use that aggregated data to improve services, d esign promotions, or provide ways for you to compare business practices with oth er users. * Intuit is a global company and may access or store personal information in mul tiple countries, including countries outside of the European Union that may be d eemed to have inadequate protections by European Union Data Protection Authoriti es. When you agree to this Agreement, you agree to this practice. 6. CONTENT 6.1 You are responsible for your content. You are legally responsible for all in formation, data, text, software, music, sound, photographs, graphics, video, mes sages or other materials ("Content") uploaded, posted or stored through your use of the Software. You grant Intuit a worldwide, royalty-free, non-exclusive lice nse to host and use any Content provided through your use of the Software. You a gree not use the Software for any illegal purpose or in violation of any applica ble local, state, federal or international law. You are encouraged to archive yo

ur Content regularly and frequently. You are responsible for any Content that ma y be lost or unrecoverable through your use of the Software. You agree that you will not use the Software to share, store, or in any way distribute financial da ta that is not in accordance with the law. Any users suspected of having informa tion which involves fraud, embezzlement, money laundering, insider trading, supp ort for terrorism, or any other activity proscribed by law may have their accoun ts terminated, their financial data erased, and they also may be reported to law enforcement officials in the appropriate jurisdictions. Intuit is not responsib le for the Content or data you provide through your use of the Software. You agree not to use the Software to upload, post, distribute, link to, publish, reproduce, engage in or transmit any of the following, including but not limite d to: a. Illegal, fraudulent, libelous, defamatory, obscene, pornographic, profane, th reatening, abusive, hateful, harassing, offensive, inappropriate or objectionabl e information or communications of any kind, including without limitation conduc t that would encourage or constitute an attack or "flaming" others, or criminal or civil liability under any local, state, federal or foreign law; b. Content or data that would impersonate someone else or falsely represent your identity or qualifications, or that constitutes a breach of any individual s priv acy, including posting images about children or any third party without their co nsent (or a parent's consent in the case of a minor); c. Except as otherwise permitted by Intuit in writing, advertisements, solicitat ions, investment opportunities, chain letters, pyramid schemes, other unsolicite d commercial communication or engage in spamming or flooding; d. Virus, trojan horse, worm or other disruptive or harmful software or data; an d e. Any information, software or Content which is not legally yours and may be pr otected by copyright or other proprietary right, or derivative works, without pe rmission from the copyright owner or intellectual property rights owner. 6.2 Community forums. The Software may include access to a community forum to ex change information with other users of the Software and the public. Please use r espect when you interact with other users. Intuit does not support and is not re sponsible for the accuracy of others content in these community forums. Do not re veal information in the community forum that you do not want to make public. Use rs may post hypertext links to content hosted and maintained by third parties fo r which Intuit is not responsible. Intuit may, but has no obligation to, monitor Content provided on the community forum. We may disclose any information necessary or appropriate to satisfy our l egal obligations, protect Intuit or its customers, or operate the Software prope rly. Intuit, in its sole discretion, may refuse to post, remove, or refuse to re move, any Content, in whole or in part, alleged to be unacceptable, undesirable, inappropriate, or in violation of this Agreement. 6.3 Intuit may freely use feedback you provide. You agree that Intuit may use y our feedback, suggestions, or ideas in any way, including in future modification s of the Software, other products or services, advertising or marketing material s. You grant Intuit a perpetual, worldwide, fully transferable, sublicensable, i rrevocable, fully paid-up, royalty free license to use the feedback you provide to Intuit in any way. Intuit will not sell, publish or share your feedback in a way that could identify you without your explicit permission.

7. ADDITIONAL TERMS YOU AGREE TO 7.1 Intuit does not give professional advice. Intuit is not in the business of p roviding legal, financial, accounting, health care, real estate or other profess ional services or advice. Consult the services of a competent professional when you need this type of assistance.

7.2 We may tell you about other Intuit services. You may be offered other servi ces, features, products, applications, online communities, or promotions provide d by Intuit ("Intuit Services"). If you decide to use any of these Intuit Produc t or Services, additional terms and conditions and separate fees may apply. You acknowledge that in accessing some Intuit Services you may upload or enter data such as names, addresses and phone numbers, purchases, and other data to the Int ernet. You grant Intuit permission to use information you provide and about your experience so that we can provide the Intuit Services to you, monitor and analy ze your use of the services, maintain and update your data, and address errors o r service interruptions. We may use this data to improve services, enhance futur e services, identify potentially relevant offers, and produce anonymous research data. You grant Intuit permission to combine the data you have entered or uploa ded with that of others in a way that does not identify you or any individual pe rsonally. You also grant Intuit permission to share or publish summary results r elating to such research data and to distribute or license such data to third pa rties. 7.3 We may tell you about third party products or services. Subject to the Intu it Privacy Statement, Intuit may offer products and services on behalf of third parties who are not affiliated with Intuit ("Third Party Products") or the Softw are may contain links to third party websites ("Third Party Sites").You agree th at Intuit can use your contact information, including name and address, for the purpose of offering these products to you in accordance with your stated Intuit contact preferences. If you decide to use any Third Party Products or access any Third Party Sites, you are responsible for reviewing the third party s separate p roduct terms, website terms and privacy policies. You agree that the third parti es, and not Intuit, are responsible for their product s performance and the conten t on their websites. Intuit is not affiliated with these Third Party Products or Third Party Sites and has no liability for them. 7.4 Communications choices. Intuit may be required by law to send you communicat ions about the Software or Third Party Products. You agree that Intuit may send these communications to you via email or by posting them on one of our sponsored websites. We may also send business communications such as confirmations or not ices, which will be delivered to you via email or posted on our websites. You ar e required to receive these communications. You can choose not to receive some t ypes of communication, such as marketing messages. 7.5 You will track your passwords and accept updates. You are responsible for se curely managing your password(s) for access to the Software. If you become aware of any unauthorized access to your Software account, theft or loss of your pass word, you agree to contact Intuit as soon as possible. The Software may periodic ally be updated with tools, utilities, improvements, third party applications, o r general updates to improve and enhance the features and performance of the Sof tware. 8. DISCLAIMER OF WARRANTIES 8.1 YOUR USE OF THE SOFTWARE AND CONTENT ACCESSIBLE THROUGH THE SOFTWARE IS ENTI RELY AT YOUR OWN RISK. EXCEPT AS DESCRIBED IN THIS AGREEMENT, THE SOFTWARE IS PR OVIDED "AS IS." TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, INTUIT, ITS A FFILIATES, AND ITS THIRD PARTY SERVICE OR DATA PROVIDERS, LICENSORS, DISTRIBUTOR S OR SUPPLIERS (COLLECTIVELY REFERRED TO AS, "SUPPLIERS") DISCLAIM ALL WARRANTIE S, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY THAT THE SOFTWARE IS FIT FOR A PAR TICULAR PURPOSE, TITLE, MERCHANTABILITY, DATA LOSS, NON-INTERFERENCE WITH OR NON -INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS, OR THE ACCURACY, RELIABILITY, QUALITY OR CONTENT IN OR LINKED TO THE SOFTWARE. INTUIT AND ITS AFFILIATES AND SUPPLIERS DO NOT WARRANT THAT THE SOFTWARE IS SECURE, FREE FROM BUGS, VIRUSES, I NTERRUPTION, ERRORS, THEFT OR DESTRUCTION. FURTHER, INTUIT DOES NOT WARRANT ACCE SS TO THE INTERNET OR TO ANY OTHER SERVICE, CONTENT OR DATA TRANSMITTED THROUGH

THE SOFTWARE. IF THE EXCLUSIONS FOR IMPLIED WARRANTIES DO NOT APPLY TO YOU, ANY IMPLIED WARRANTIES ARE LIMITED TO 60 DAYS FROM THE DATE OF PURCHASE OR DELIVERY OF THE SERVICES, WHICHEVER IS SOONER. 8.2 INTUIT AND ITS AFFILIATES AND SUPPLIERS DISCLAIM ANY REPRESENTATIONS OR WARR ANTIES THAT YOUR USE OF THE SOFTWARE WILL SATISFY OR ENSURE COMPLIANCE WITH ANY LEGAL OBLIGATIONS OR LAWS OR REGULATIONS. THIS DISCLAIMER APPLIES TO BUT IS NOT LIMITED TO THE HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT OF 1996 ("HIP AA"), THE GRAMM-LEACH-BLILEY ACT OF 1999, THE SARBANES-OXLEY ACT OF 2002, OR OTH ER FEDERAL OR STATE STATUTES OR REGULATIONS. YOU ARE SOLELY RESPONSIBLE FOR ENSU RING THAT YOUR USE OF THE SOFTWARE IS IN ACCORDANCE WITH APPLICABLE LAW. 9. LIMITATION OF LIABILITY AND INDEMNITY. TO THE MAXIMUM EXTENT PERMITTED BY APP LICABLE LAW, THE ENTIRE LIABILITY OF INTUIT, AND ITS AFFILIATES AND SUPPLIERS FO R ALL MATTERS OR CLAIMS RELATING TO THIS AGREEMENT SHALL BE LIMITED TO THE AMOUN T YOU PAID FOR THE SOFTWARE DURING THE TWELVE (12) MONTHS PRIOR TO SUCH CLAIM. S UBJECT TO APPLICABLE LAW, INTUIT AND ITS AFFILIATES AND SUPPLIERS ARE NOT LIABLE FOR ANY OF THE FOLLOWING: (A) INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQ UENTIAL DAMAGES; (B) DAMAGES RELATING TO FAILURES OF TELECOMMUNICATIONS, THE INT ERNET, ELECTRONIC COMMUNICATIONS, CORRUPTION, SECURITY, LOSS OR THEFT OF DATA, V IRUSES, SPYWARE, LOSS OF BUSINESS, REVENUE, PROFITS OR INVESTMENT, OR USE OF SOF TWARE OR HARDWARE THAT DOES NOT MEET INTUIT SYSTEMS REQUIREMENTS. THE ABOVE LIMI TATIONS APPLY EVEN IF INTUIT AND ITS AFFILIATES AND SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS AGREEMENT SETS FORTH THE ENTIRE LIABILI TY OF INTUIT, ITS AFFILIATES AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO THE SOFTW ARE AND ITS USE. You agree to indemnify and hold Intuit and its Affiliates and Suppliers harmless from any and all claims, liability and expenses, including reasonable attorneys ' fees and costs, arising out of your use of the Software or breach of this Agre ement (collectively referred to as "Claims"). Intuit reserves the right, in its sole discretion and at its own expense, to assume the exclusive defense and cont rol of any Claims. You agree to reasonably cooperate as requested by Intuit in t he defense of any Claims. 10. CHANGES TO THIS AGREEMENT OR THE SOFTWARE. We may change this Agreement from time to time, and the changes will be effective when posted on our website for the Software or when we notify you by other means. Please review the Agreement p eriodically on the website for changes. We have the right to change any of the t erms of this Agreement upon reasonable notice to you. We may also change or disc ontinue the Software, in whole or in part, including but not limited to, any fea ture or aspect of the Software, Internet based services, pricing, technical supp ort options, and other product-related policies. Your continued use of the Softw are after Intuit posts or otherwise notifies you of any changes, indicates your agreement to the changes. 11. TERMINATION. Intuit may immediately and without notice terminate this Agreem ent or suspend or terminate the license to the Software if you fail to comply wi th these terms or if you no longer agree to receive electronic communications (s ee Section 7.4). Upon any termination you must immediately stop using and delete or destroy all copies of the Software and any outstanding payments will become due. Any termination of this Agreement shall not affect Intuit s rights to any pay ments due to it. Intuit may terminate a free account at any time. Other requirem ents regarding termination or cancellation of your license to the Software may a pply based on the specific ordering or activation terms for the Software. Sectio ns 1.2, 5, and 8 through 15 will survive and remain in effect even if the Agreem ent is terminated, cancelled or rescinded. 12. EXPORT RESTRICTIONS. You acknowledge that this website, the Software, and th e underlying software may include U.S. technical data subject to restrictions un

der export control laws and regulations administered by the United States govern ment. You agree that you will comply with these laws and regulations, and will n ot export or re-export the Software, or any part of the Software, in violation o f these laws and regulations, directly or indirectly. You also agree not to prov ide access to any part of the Software to anyone who you have reason to know may use the Software in the development of nuclear, chemical, or biological weapons . 13. GOVERNING LAW AND JURISDICTION. California state law governs this Agreement without regard to its conflicts of laws provisions. To resolve any legal dispute arising from this Agreement, you and Intuit agree to the exclusive jurisdiction of state courts in Santa Clara County, California U.S.A. or federal court for t he Northern District of California. Intuit does not represent that the Software is appropriate or available for use in all countries. Intuit prohibits accessing materials from countries or states where contents are illegal. You are using th e Software on your own initiative and you are responsible for compliance with al l applicable laws. 14. LANGUAGE. Any translation of this Agreement is done for local requirements a nd in the event of a dispute between the English and any non-English version, th e English version of this Agreement shall govern. The parties hereby confirm tha t they have requested that this Agreement and all related documents be drafted i n English. Les parties ont exig que le prsent contrat et tous les documents connex es soient rdigs en anglais. 15. GENERAL. This Agreement is the entire agreement between you and Intuit and r eplaces all prior understandings, communications and agreements, oral or written , regarding its subject matter. This Agreement may be modified only by a written amendment signed by the parties or as provided in this Agreement in Section 10 above. If any court of law, having the jurisdiction, rules that any part of this Agreement is invalid, that section will be removed without affecting the remain der of the Agreement. The remaining terms will be valid and enforceable. The Uni ted Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. You cannot assign or transfer ownership of this Agreem ent to anyone without the prior written approval of Intuit. However, Intuit may assign or transfer it without your consent to (a) an Affiliate, (b) another comp any through a sale of assets by Intuit or (c) a successor by merger. Any assignm ent in violation of this Section shall be void. If you want to request a transfe r of this Agreement or if your company is acquired by or merged into another com pany, contact Intuit via an email to: transfer_license@intuit.com. March 2011 ______________________ B. ADDITIONAL TERMS AND CONDITIONS FOR THE SOFTWARE Your license to use the Software provided by Intuit is subject to the General En d User License Agreement terms above and the Additional Terms and Conditions whi ch govern your use of the Software indicated below. These Additional Terms and Co nditions shall prevail over any conflict or inconsistency with the General End U ser License Agreement terms above. INTUIT QUICKBOOKS SOFTWARE ( Software"). USE LIMITATIONS. IMPORTANT NOTICE. IF YOU ARE USING THE INTUIT QUICKBOOKS SOFTWARE , ADD-ON PRODUCTS OR RELATED SERVICES, THE FOLLOWING TERMS APPLY TO YOU IN ADDIT ION TO THE GENERAL END USER LICENSE AGREEMENT TERMS ABOVE. Capitalized terms not otherwise defined below have the meanings provided in the General End User Licen se Agreement. Your use of the Software, Add-On Products and related Services provided by Intui t are subject to the General Terms above and including these Additional Terms a nd Conditions which govern your use of the Software, Add-on Products and related Services indicated below. These Additional Terms and Conditions shall prevail o ver any conflict or inconsistency with the General Terms above.

1. LICENSE GRANT AND RESTRICTIONS. Intuit Inc. ("Intuit", "us", "we", "our") gra nts you ("you" and "your" means you or the legal entity identified in the regist ration process that you are authorized to represent and on whose behalf the Soft ware is licensed) the following rights provided that you comply with all of the terms and conditions of this Agreement. (i) Single User License and Single User Add On Pack Purchasers. You may: (a) install the Software on one computer for ac cess and use by only one specific person; and (b) install the Software on one ad ditional computer (e.g., a laptop that you own and use in your business or a hom e computer that you own and use in your business), so long as only the same spec ific person accesses and uses the Software. If you purchased a valid license for the Software and received an Authentic Intuit CDROM, such CDROM is your backup copy of the Software. If you purchased a valid license and received the Software pre-installed on a new computer or through an electronic download, you may make one backup copy of the Software, but only for the purpose of reinstalling the S oftware, if needed, on the single computer or additional computer referenced in (a) and (b) above. You are not allowed to make copies of the printed materials a ccompanying the Software, if any, or print multiple copies of any user documenta tion. (ii) Multi User License and Multi User Add On Pack Purchasers. You may: (a) inst all the Software on the number of computers equal to the number of user licenses you purchased; (b) access and use the Software solely by the number of specific persons corresponding to the number of user licenses you purchased, with no sub stitution of such users (for example, if you purchased a 3 user license pack and you have 10 employees in your company, the original 3 specific persons who were initially provided with access to and use of the Software, are the only persons licensed to use the Software unless you purchase additional licenses; (c) place a copy of your software data files on a network for access by licensed users; ( d) install the Software on 1 additional computer above the number of the license (s) you purchased, solely to accompany your software data file, and not for use of the Software by another user; and (e) for each user license you purchased, ma ke one copy of the printed materials accompanying the Software, if any, or print one copy of any online user documentation solely for use by licensed users. Not withstanding (b) above, you may replace a specific user if such user leaves and must be replaced with a new employee. You are not licensed or permitted under this Agreement to do any of the followin g: (a) modify, adapt, translate, rent or sublicense (including offering the Soft ware to third parties on an applications service provider or time-sharing basis) ; (b) assign, loan, resell, transfer or distribute the Software, CDROM(s), or re lated materials or create derivative works based upon the Software or any part t hereof; (c) network the Software, except that you may network your company data file as outlined in Section B.1.(ii) above if you have purchased the multi-user license version; and (d) copy the Software in whole or part, except as expressly stated in (i), (ii), or (iii) above, or use trade secret information contained in the Software, to develop software to interface with the Software. You agree n ot to (and not to permit others to): (i) decompile, disassemble, or otherwise re verse engineer the Software, except as otherwise expressly permitted by applicab le law; or (ii) remove, alter or obscure any confidentiality or proprietary righ ts notices (including copyright notices) of Intuit or its licensors on or within the Software or any copies of the Software. All license transfers are subject t o written approval by Intuit and may be subject to a transfer fee determined by Intuit in its sole discretion. If your company is, or substantially all of its a ssets are, acquired by or merged into another company or sole proprietorship, pl ease contact Intuit at transferlicense@intuit.com regarding transferring your li cense to the new company. (iii) Unlock License. If you elect to convert from one version of the Software t o another (e.g., from the Trial version to the Single User version, from Pro to

Premier, etc.) using the unlock purchase process within the Software, your use o f the new unlocked version of the Software must be in accordance with the terms and conditions of this Agreement. Once you have unlocked such version, you may n o longer use the original version of the Software on any computer. (iv) If you purchased a subscription license to the Software, the terms of this Agreement, as supplemented by the terms of the subscription, will govern your us e of the Software and provided that the duration of such license will be based o n the subscription model you have elected. (v). Any software that is delivered by electronic transmission (regardless of wh ether a replacement copy is ordered) shall be deemed delivered on the date that Intuit makes such program available for download. In addition to the QuickBooks software, the term "Software" includes any other p rograms, tools, applications, internet-based services, components and any "updat es" (for example, Software maintenance, service information, help content, bug f ixes, or maintenance releases etc.) of the Software that Intuit provides or make s available to you after the date you obtained your initial copy of the Software . You are entitled to download updates to the Software that Intuit generally mak es available to other users of the Software. However, Upgrades (as defined in Se ction B.6.(3)) to the Software are only made available to subscribers of specifi ed Payroll Services as set forth in Section B.6.(3). Certain Software may be acc ompanied by, and will be subject to, additional terms and fees may apply. 2. ADDITIONAL TERMS. A. Timer Program. You may use the Timer program (if available) included with the Software (does not apply to QuickBooks for Mac My Time application), on all com puters used in your business and may make the number of copies of the Timer prog ram required for this purpose. QuickBooks for Mac My Time application can be ins talled on one machine only and will track time for a single user. My Time applic ation does not require installation on the same machine as QuickBooks for Mac. D ata can be imported into QuickBooks 2010 for Mac or higher. B. Data Files Transfer to QuickBooks Online. If available, you may have the opti on for a limited transfer of data files from select versions of the Software to select versions of QuickBooks Online financial software ("QBO") (see materials a ccompanying the Software for details). Once the data files are transferred from the Software to QBO, the Terms of Service for QBO shall apply to your use of QBO . C. Registration; Other Restrictions. The Software includes required registration , so you agree that you must register the Software with Intuit within the amount of time specified by the Software, otherwise you will not be able to continue t o use of the Software. You agree to keep your registration information accurate and complete and promptly update your registration data with us as necessary to keep it accurate, current and complete. We protect your registration information according to our privacy policies which can be found by clicking http://smallbu siness.intuit.com/small-business/privacy/index.jsp or the privacy policy link on the Intuit website relating to the Software product you purchased. Enabling oth ers to use your license number(s), product number(s), and validation number(s), if any, is strictly prohibited. D. Software Updates and Programs . If and when you connect to the Internet and u se the Software, Intuit may also include updates in the transmission or install programs you may have requested. E. Help and Support. Intuit may use a variety of methods (e.g., in-product, Inte rnet, chat, e-mail and phone) to provide technical support and customer service in connection with the Software and Intuit Services. The terms and conditions go verning the offering of this support, some of which require the payment of an ad

ditional fee, are subject to change as announced by Intuit from time to time. Co nsult the QuickBooks Support Web site (currently, http://support.quickbooks.intu it.com/support/default.aspx?lid=site_header) for the most up-to-date information relating to this support and any associated charges, as well as updates to the Software. By using QuickBooks support, you authorize Intuit to collect certain c ompany data files in order to provide you with a better customer support experie nce. F. QuickBooks Form Designs If you obtain any images from Intuit to be used as fo rms "backgrounds" in the QuickBooks Forms Customization feature (additional fees apply), you understand and agree that such designs may only be used with your Q uickBooks forms. For example, you are authorized to use these images on QuickBoo ks forms that you print or email. You may also order matching business cards and other promotional print items that Intuit offers. You may also customize QuickB ooks forms with these images on behalf of your clients who use QuickBooks. Howev er you may not resell these images nor use them for any other purposes, includin g use on third party generated materials such as forms, web-based materials, or other custom printed business identity products. 3. Online Data Transfer (not applicable for Software and Trial versions that do not include access to the Online Data Transfer feature). You may have the option to transfer your data files from the Software to Intuit s online servers (the Online Data Transfer ) in order to facilitate certain interoper ability, data integration, and data access between the Software and certain supp orted ancillary services you may sign up for and use in connection with the Soft ware (the Ancillary Services ). Separate fees may apply. In order for you to select the Online Data Transfer option, you must (i) have registered select versions of the Software, (ii) have Internet access, and (iii) and may need to be an active subscriber to the Ancillary Services.If you select the Online Data Transfer opti on, a copy of all or part of your company, data files will be transferred via th e Internet to Intuit s servers (the Transferred Files ); where you grant Intuit the r ight and license to (i) host and maintain the Transferred Files and (ii) use the Transferred Files to make the Ancillary Services available to you, (iii) reform at and manipulate the Transferred Files as reasonably necessary for the data to function with the Ancillary Services. Your original data files will remain in th e Software. If you are signed-up for any Ancillary Services that support Online D ata Transfer, you will then have the option to have the Transferred Files sent t o any of those supported Ancillary Services (a Data Transfer ). If you are no longer signed-up for an Ancillary Service, you will no longer be able to process Data Transfers to that Ancillary Service. If you authorize a Data Transfer for a third party Ancillary Service, you author ize Intuit to provide the Transferred Files to the third party provider of such Ancillary Service in order to provide the Ancillary Service to you. You agree and acknowledge that Intuit has no control over any third party Ancillary Services. Your use of the Ancillary Service may be subject to additional terms and condi tions. Intuit does not have any liability whatsoever for any actions or inaction s on the part of the Ancillary Services resulting in your inability to use the O nline Data Transfer feature or otherwise use the Ancillary Services in connectio n with the Software. 4. SAVINGS FEATURE. (i) Relationship with Intuit. You may be presented with the opportunity to brow se and buy from a number of featured suppliers and retailers from within QuickBo oks. Intuit does not represent or endorse the aggregator, nor any of the partici pating suppliers or retailers ( Suppliers ) of the Savings Feature, nor any of the p roducts or services offered by them. Intuit is not a party to the dealing, contr acting and fulfillment of transactions between any individual user and a Supplie r providing products or services. The Suppliers listed as part of Savings Featur e are not employees or agents of Intuit. Intuit has no control over and does not guarantee the quality, safety or legality of Suppliers advertised products or se

rvices, the truth or accuracy of Supplier listings, or the ability of Suppliers to deliver products or services, or that a Supplier can or will actually complet e a purchase, return, exchange or other transaction. Any Supplier information pr esented as part of the Savings Feature is populated with information from thirdparty sources, from Suppliers themselves and from other users. Intuit provides t his information as a convenience and does not confirm or verify the information. All rights and obligations for the purchase, sale, return or exchange of Suppli ers products or services are solely between the purchasor of the products or serv ices and the Supplier. You and the Supplier must look directly and solely to ea ch other for enforcement and performance of all the rights and obligations arisi ng from the dealings and transactions between yourselves. (ii) Disputes. Any disputes in connection with products or services provided by Suppliers or payments, returns or exchanges made by you for such products or se rvices remain between you and the Suppliers. You acknowledge that Intuit will n ot be a party to any such dispute. If you have a dispute with any other user or Supplier, you must address such dispute with the user or Supplier directly. If y ou have reason to believe a dispute involves a violation of the terms of this Ag reement, you may report such violation via the procedure set forth in the Saving s Feature but Intuit will not be obligated to take any other action or refrain f rom taking any other action toward resolving any such dispute. (iii) Release of Claims. Because Intuit does not and cannot be involved in user -to-user or purchasor-to-retailer dealings or control the behavior of participan ts using the Savings Feature, if you have a dispute with one or more users or Su ppliers, you hereby release Intuit and its affiliates from claims, demands and d amages (actual and consequential, direct and indirect) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arisin g out of or in any way connected with such disputes. YOU HEREBY WAIVE CALIFORNIA CIVIL CODE 1542 (AND ANY ANALOGOUS LAW IN ANY OTHER A PPLICABLE JURISDICTION) WHICH SAYS: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS W HICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS S ETTLEMENT WITH THE DEBTOR." 3. SATISFACTION GUARANTEED/LIMITED WARRANTY. (i) Satisfaction Guarantee. If you are not satisfied with the Software and (a) Y ou purchased the Software from a retail store, you may uninstall and delete all copies of the Software from your computer(s) and return it within 60 days of pur chase to the store where you purchased your license with a dated receipt for a f ull refund. If the store is unable or unwilling to issue a refund or you obtaine d the Software directly from Intuit, you may uninstall and delete all copies of the Software and return the Software with a dated receipt or packing slip within 60 days of purchase via U.S. mail to Intuit Inc., Returns Department, PO Box 19 004, Greenville, SC 29602-9004 or via UPS to Intuit Inc., Returns Department, 11 0 Hidden Lake Circle, Duncan, SC 29334. (b) You obtained the Software directly f rom Intuit via an Internet download, you may submit a written request to Intuit including your name, contact and product order information to Intuit Inc., Retur ns Department, PO Box 19004, Greenville, SC 29602-9004. (c) The Software was pre -installed on your computer when you bought it, or if CDROMs came packaged with your computer at no extra charge, follow the manufacturer's applicable return po licy; or (d) You obtained the Software by downloading it on your computer, conta ct the provider of the download site. (ii) Limited Warranty. (a) If the CDROM on which the Software is stored is defec tive, then return the CDROM to Intuit Inc., Returns Department, PO Box 19004, Gr eenville, SC 29602-9004 within 60 days of shipment (or in the case of a retail p urchase, within 60 days of purchase) with a dated receipt or packing slip, and a replacement CDROM will be mailed to you; (b) If more than 60 days has elapsed f rom the purchase date and the CDROM is defective and you would like a replacemen t while that version is still commercially available, you may obtain a replaceme

nt by sending your defective CDROM and a check for the applicable amount publish ed by Intuit (additional fees may apply per replacement), plus applicable taxes, to Intuit at the address listed above. (For all orders shipped within the U.S., please add all applicable shipping and handling charges, state and local sales tax as well as tax on shipping and handling based on your shipping address); (c) If the Software was pre-installed on your computer when you bought it, or if CD ROMs came packaged with your computer at no extra charge, and the Software is de fective or was installed improperly, you may obtain replacement CDROMs from the company that manufactured your computer, at its option, by sending your request stating the nature of the problem, plus a copy of your dated receipt for the com puter on which the Software was installed, to the manufacturer of the computer; or (d) If you obtained the Software by downloading it on your computer and the S oftware installed improperly, contact the provider of the download site. 4. TERMINATION. The Intuit Software is subject to Intuit's discontinuation policy and Intuit res erves the right to discontinue all support for the Intuit Software, and/or for a ny features, online or other services or content accessible through the Intuit S oftware in accordance with its current discontinuation policy. If the Intuit Sof tware offers services that require a connection to an Intuit server (including I nternet-based services), such as downloading financial data from a participating bank, credit union, credit card, brokerage, mutual fund accounts, online bill p aying, and downloading stock/fund quotes and news, such services may expire in a ccordance with Intuit's current discontinuation policy. Intuit's current discontinuation policy is to provide support for the Intuit Sof tware and for online and other services or content accessible through the Intuit Software for the most current version of the Intuit Software plus the prior two years' versions. More information about the discontinuation policy relating to the Intuit Software is available at http://support.quickbooks.intuit.com/support /DiscontinuationPlan.aspx. 5. HEALTH INFORMATION AND PRIVACY. If you intend to use the Software, related se rvices and content in conjunction with the medical or health information of part icular individuals, you acknowledge and agree that the Software, related service s and content are not "HIPAA-ready" or "HIPAA-compliant" and will not assist wit h or ensure compliance with HIPAA, and that you are solely responsible for using the Software, related services and content in a manner consistent with all appl icable federal and state privacy laws relating to medical or health information. 6. TERMS FOR PAYROLL PRODUCTS AND SERVICES. QuickBooks Payroll Subscription Services (together the "Payroll Services") (1) QuickBooks Basic Payroll, Standard Payroll, Enhanced Payroll, Enhanced Payro ll for Accountants, and Enhanced Payroll Plus ("Basic", "Standard or Enhanced Pa yroll"). (Not applicable for Software and Trial versions that do not include acc ess to the applicable Basic, Standard or Enhanced Payroll Service.) In order for you to calculate federal and state payroll taxes, you must (i) have registered the Software, (ii) have Internet access, and (iii) subscribe to the applicable B asic, Standard or Enhanced Payroll service. You may subscribe to the applicable Basic, Standard or Enhanced Payroll through the Software by clicking on the appr opriate Employee menu item from within the Software. The applicable Basic, Stand ard or Enhanced Payroll service will begin after we receive and process all the information requested, including your credit card or bank account information. Y ou must have a valid credit card or a valid debit card with a Visa or MasterCard logo ("Card") or sufficient funds in a U.S. checking or savings account to cove r an electronic debit of the subscription fee to obtain the applicable Basic, St

andard or Enhanced Payroll, except as described below. The information you provi de must be accurate and complete. When you subscribe and provide payment informa tion, your Card or bank account will be debited and will be automatically re-deb ited at the beginning of each applicable monthly or one-year subscription term o f the Basic, Standard or Enhanced Payroll ("Renewal Term") at the then current s ubscription rate to maintain the Basic, Standard or Enhanced Payroll service. Yo u may notify us to cancel the Basic, Standard or Enhanced Payroll service prior to the beginning of each Renewal Term. If, during a Renewal Term, the Basic, Sta ndard or Enhanced Payroll service for your version of the Software is discontinu ed by us, Intuit shall refund to you the prorated amount of the subscription fee for the period of time you were unable to use the Basic, Standard or Enhanced P ayroll. Basic, Standard and Enhanced Payroll purchased at retail will begin after you ac tivate Basic, Standard or Enhanced Payroll, which activation must be no later th an ninety (90) days from purchase or the date marked on the outside of your Quic kBooks Payroll box, whichever is earlier. For each registered copy of the Software, you must purchase a separate subscript ion for Basic, Standard or Enhanced Payroll. For the purposes of Basic, Standard or Enhanced Payroll subscriptions, QuickBooks Pro, QuickBooks Premier Multi-use r pack, or an Enterprise Solutions Business Management Software user pack is con sidered a single registered copy of the Software. If you are using one of the af orementioned versions of the Software, you will need only one subscription to th e applicable Basic, Standard or Enhanced Payroll service. We strongly recommend you connect to Basic, Standard or Enhanced Payroll to vali date your subscription and receive the most current payroll tax updates at least once every 45 days. Failure to update within 45 days may result in inaccurate w ithholding from payroll and you hereby assume any and all liability resulting fr om any inaccurate withholding resulting from a failure to update. Also, as a saf ety measure, and due to the changes in payroll tax rates, if your subscription t o the Basic, Standard or Enhanced Payroll Service expires, you will be unable to continue to process payroll using tax tables or tax forms in QuickBooks. In the event this occurs, connect with Basic, Standard or Enhanced Payroll, bring your subscription account current if necessary, get the latest payroll updates, and you will again be able to process payroll. License Grant and Restrictions. If and when you subscribe to Basic, Standard or Enhanced Payroll and pay the applicable subscription fee, Intuit grants you a li mited non-exclusive license to use the tax tables, selected payroll tax forms (f or Standard and Enhanced Payroll only), when available, and documentation ("Payr oll Updates") within the United States, provided that you comply with all of the terms and conditions of this Agreement. You may not use the Payroll Updates exc ept with the Software. You may only use or install updates to Basic, Standard or Enhanced Payroll on the computer(s) used by individual(s) for whom you have pur chased a license to the Software. You may not process payroll for any other pers on, company or legal entity without a valid subscription to the Enhanced Payroll for Accountants payroll service. Certain Basic, Standard or Enhanced Payroll services may have restrictions on th e number of employees for whom payroll can be processed. When you purchase an em ployee-limited service, the service will allow you to process payroll for up to a certain number of employees. If you wish to process payroll for more employees , you may be required to choose a higher level of service or pay an additional f ee. If you wish to process payroll for fewer employees, you must choose a lower level of service. "Employees" refers to all employees paid on the computer(s) us ed by the individual(s) for whom you have purchased a license to the Software. W e may collect and make use of information about how many employees you pay and m ay suggest the right level of payroll service for you based on that information.

Termination and Amendment. Your rights to the Basic, Standard or Enhanced Payrol l subscription may be terminated by Intuit immediately and without notice if you fail to comply with any term or condition of this Agreement or if Intuit is una ble to debit your Card in accordance with this Agreement. Intuit shall have the right to change or add to the terms or conditions of the Basic, Standard or Enha nced Payroll service at any time (provided that it is not Intuit's intent that s uch change substantially affect the license rights granted to you and for which consideration was paid by you), and to change the method of delivering or access ing the Basic, Standard or Enhanced Payroll service and/or the subscription fee, and to change, delete, discontinue or impose conditions on any feature or aspec t of the Basic, Standard or Enhanced Payroll service. In this event you will rec eive notice of such change, typically via email or on www.quickbooks.com. For th e latest version of the terms or conditions of the Basic, Standard or Enhanced P ayroll service, go to www.payroll.com, or such other site designated by Intuit. The Payroll Service does not include access to the Internet for connecting to Ba sic, Standard or Enhanced Payroll, nor does it include furnishing advice of dedu ctions. Basic, Standard or Enhanced Payroll does not include information regardi ng selected local and state taxes. Basic, Standard or Enhanced Payroll operates only with a compatible version of the Software; so from time to time you may nee d to install updates or upgrades (or allow Intuit to install them electronically ) or purchase an upgrade version of the Software to continue using Basic, Standa rd or Enhanced Payroll. All users in a multi-user environment must be using vali d licensed copies of the same version year of the Software. Electronic Filing and Payment of Payroll Tax for Enhanced Payroll. You must have a supported version of QuickBooks and a current subscription to Enhanced Payrol l in order to electronically file and pay your payroll taxes ("Transaction") usi ng QuickBooks. If you choose to file and/or pay your Transaction electronically, it will be forwarded to Intuit's Electronic Filing Center where Intuit will con vert it to a standardized format and transmit it to the applicable federal and/o r state taxing authority (the "Electronic Filing Services"). You are responsible for verifying the status of your Transaction to confirm that it has been receiv ed and accepted by the applicable taxing authority, and if necessary, for filing and paying it manually in the event that the taxing authority rejects your Tran saction (e.g., incorrect bank account number, invalid pin, duplicate payment). E xcept to the extent required by applicable law, Intuit has no obligation to stor e, maintain or provide to you any information you provide to Intuit, and you agr ee to print and save a copy of your Transaction for your records. By using this system to prepare and submit your Transaction, you consent to the disclosure to the IRS and any other tax or revenue authority of all information pertaining to your use of the Electronic Filing Services. Using the system to prepare and subm it your Transaction with state taxing authorities is subject to availability. So me Transactions may go through the Automated Clearing House (the "ACH"), and you agree that your Transactions will be governed by the ACH rules. You warrant to Intuit everything that Intuit must warrant as an ACH Originator, and you accept any liability you or Intuit may incur which is caused by your Transactions. If I ntuit tells you that information concerning your Transactions has changed, you m ust use this corrected information in the future to initiate Transactions. You authorize Intuit to send Transactions, electronically or by any other commer cially accepted method, to the appropriate financial institution or taxing autho rity. You also authorize and direct the institution which holds your demand depo sit account, identified when you sign up, or any other account you identify when using the Enhanced Payroll Service in the future ("Your Account(s)"), to charge each debit to Your Account(s) and pay that amount to the government agency. You authorize Intuit and its agents (if applicable) to enroll you with the appropri ate taxing authorities for the purposes of e-filing and e-payment at our discret ion. This authorization remains in effect until you notify Intuit that this auth orization is revoked.

*Note: You understand that certain features in the payroll tax electronic filing and payment service may be in beta and are not final. As a result, the payroll tax electronic filing and payment service may contain errors, "bugs" and other p roblems which may result in the failure of your Transaction to be filed or paid with the appropriate taxing authority. You agree that Intuit may contact you in order to assist you with the service and to obtain information needed to determi ne and fix any error. Satisfaction Guarantee. If You are not satisfied with the Basic or Enhanced Pa yroll Subscription and (a) You purchased the Subscription from a retail store, y ou may uninstall and delete all copies of the Software from your computer(s) and return it within 60 days of purchase to the store where you purchased your lice nse with a dated receipt for a full refund of the purchase price. If the store i s unable or unwilling to issue a refund or you obtained the Subscription directl y from Intuit, you may uninstall and delete all copies of the Software and retur n the Software with a dated receipt or packing slip within 60 days of purchase v ia U.S. mail to Intuit Inc., Returns Department, PO Box 19004, Greenville, SC 29 602-9004 or via UPS to Intuit Inc., Returns Department, 110 Hidden Lake Circle, Duncan, SC 29334; or (b) You obtained the Subscription directly from Intuit via an Internet download, you may submit a written request to Intuit including your name, contact and product order information to Intuit Inc., Returns Department, PO Box 19004, Greenville, SC 29602-9004. Other Services. The use by you of the Payroll Services, including but not limite d to, Direct Deposit may be subject to your acceptance of separate agreements in addition to the terms of this Agreement. Application forms and information to s ubscribe to the Direct Deposit services are provided through the Software. You m ay sign up to use the Direct Deposit option only if you are an active subscriber to the Services. Active payroll subscribers may have access to additional Intuit offerings during the term of their subscription on a when-and-if available basis. Any additional Intuit offerings provided during the active subscription cease immediately when the active subscription terminates. YOU ASSUME FULL RESPONSIBILITY FOR THE USE OF THE PAYROLL SERVICES TO ACHIEVE YO UR INTENDED PURPOSES, FOR THE PROPER INSTALLATION AND USE OF THE PAYROLL SERVICE AND FOR VERIFYING THE RESULTS OBTAINED FROM USE OF THE PAYROLL SERVICE. IN ADDI TION TO THE OTHER DISCLAIMERS IN THIS AGREEMENT, INTUIT AND ITS SUPPLIERS DISCLA IM ANY WARRANTY THAT THE PAYROLL SERVICE WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION OF THE PAYROLL SERVICE WILL BE UNINTERRUPTED OR ERROR FREE. (2) QuickBooks Assisted Payroll and Assisted Advantage Payroll Service ("Assiste d Payroll"). (Not applicable for Software and Trial versions that do not include access to the QuickBooks Assisted Payroll Service and/or Direct Deposit Option) . In order for you to calculate federal and state payroll taxes, you must have ( i) registered the Software, (ii) have Internet access, and (iii) subscribe to th e applicable Assisted Payroll service. You may subscribe to Assisted Payroll thr ough the Software. From time to time you may need to install updates or upgrades (or allow Intuit to install them electronically) or purchase an upgrade version of the Software to continue using Assisted Payroll. All users in a multi-user e nvironment must be using licensed copies of the same version year of the Softwar e. You are solely responsible and liable for the security of and controlling any access to or use of any forms W-2 viewed and/or saved on your computer. You agr ee that Intuit is not and shall not be responsible for the accuracy of any forms W-2. License Grant and Restrictions. Intuit grants you a limited non-exclusive licens e to use the tax tables, selected payroll tax forms, when available, and documen tation within the United States, provided that you comply with all of the terms and conditions of this Agreement. You may only use or install updates to Assiste d Payroll on the computer(s) used by the individual(s) for whom you have purchas ed a license to the Software.

Termination and Amendment. Your rights to the Assisted Payroll service subscript ion may be terminated by Intuit immediately and without notice if you fail to co mply with any term or condition of this Agreement. Intuit shall have the right t o change or add to the terms or conditions of Assisted Payroll at any time (prov ided that it is not Intuit's intent that such change substantially affect the li cense rights granted to you and for which consideration was paid by you), and to change the method of delivering or accessing Assisted Payroll and/or the subscr iption fee and to change, delete, discontinue or impose conditions on any featur e or aspect of the Assisted Payroll service. Assisted Payroll does not include f urnishing payroll advice, information regarding local taxes and certain state ta xes. Service availability and additional terms and conditions of Assisted Payrol l are provided within the QuickBooks Assisted Payroll Services Agreement. You understand that if you subscribe to the Assisted Payroll and/or Do It Yourse lf Payroll service and you use the service to process payroll fraudulently, Intu it will share your name and other information we collect with similar payroll pr ocessors in an attempt to collect outstanding amounts you owe to Intuit and othe r payroll processors. Satisfaction Guarantee. If You are not satisfied with the Assisted Payroll Sub scription and (a) You obtained the Subscription directly from Intuit, you may un install and delete all copies of the Software and return the Software with a dat ed receipt or packing slip within 60 days from submission of your first payroll for a full refund of your sign-up fee and transaction fees via U.S. mail to Intu it Inc., Returns Department, PO Box 19004, Greenville, SC 29602-9004 or via UPS to Intuit Inc., Returns Department, 110 Hidden Lake Circle, Duncan, SC 29334; or (b) You obtained the Subscription directly from Intuit via an Internet download , you may submit a written request to Intuit including your name, contact and pr oduct order information to Intuit Inc., Returns Department, PO Box 19004, Greenv ille, SC 29602-9004. (3) Upgrades and Updates. Certain versions of the Payroll Services include autom atic future Upgrades (i.e., the most current version of the Software) on a whenand-ifavailable basis. If you are entitled to receive an Upgrade, you may be req uired to accept different software license terms and conditions. If your Services subscription expires (for example you cancel or don't renew you r subscription) or terminates (for example if Intuit is unable to debit your Car d for the Service), Intuit has the right to withhold the shipment of Upgrades, a nd even if Intuit ships such Upgrades to you after your subscription has termina ted or expired, you are not authorized to install such Upgrades. In addition, yo u will no longer be entitled to receive updates. (4) Direct Deposit. (a) Sign Up/Activation. In order for you to access the Direct Deposit service yo u must (i) have a valid subscription to the Software, and (ii) sign up for Direc t Deposit. The Direct Deposit service will begin after Intuit receives and proce sses all the information, including any credit card or bank account information, requested by the sign up form. Processing your information may include submitti ng your sign up information to third parties such as your bank, credit reporting agencies and/or other agencies Intuit may use to validate your identity and/or credit history. We may also receive and review credit or similar reports on your business and its principals provided by such third parties. Therefore the infor mation you provide Intuit must be accurate and complete or direct deposits may n ot be made, and we will be unable to perform the Direct Deposit service for you. (b) Use and Restrictions. You may use Direct Deposit only for direct deposits pa yments to your employees for payroll purposes or to your vendors (including both 1099 and non-1099 vendors) (collectively, the Payees ). You may fund your direct d

eposit payments to your Payees ("Payments") by initiating electronic withdrawals within the Software from the demand deposit account of the financial institutio n you identified on the sign up form ("Your Account"). You may identify other fi nancial institutions in the future to fund the direct deposit payments to your P ayees. Under certain circumstances Intuit may use wire draw down requests or oth er funding methods (collectively "Debits") to fund your direct deposits. Debits will also be initiated to pay fees for the Direct Deposit service and any adjust ments to those fees. You will send Payments over the Internet in an online sessi on (a "Transaction"). At the end of your Transaction, we will confirm that we ha ve received it. Your Transaction will not be processed if you do not receive our confirmation before the Transaction is over. However, a confirmation does not m ean that your Transaction is error-free, and if errors are detected later we may be unable to complete your Transaction. We will make reasonable efforts to tell you if we cannot complete your Transaction. Transactions taking place after cer tain processing deadlines may be considered to occur on the next business day. Special processing fees may apply to some Transactions. We may establish certain security limits on Transactions we process, such as a maximum number or dollar amount of Transactions. We may change these limits from time to time and may cho ose not to disclose them. The Direct Deposit service does not include access to the Internet for connectin g to the Direct Deposit service, nor does it include furnishing advice of deduct ions or direct deposit to Payees. Optional special processing requests may be av ailable as part of the Direct Deposit service for an additional charge. (c) Licensee Responsibilities. You must send us your Transaction prior to the ap plicable processing lead time stated within the Service or your Transaction may not be processed. Typically, Payments must be submitted at least two business b anking days before the due date. Intuit reserves the right to change these appli cable processing lead times from time to time, and you should refer to the lead times stated within the Service for the most up to date information. Debits wil l be charged to Your Account one business banking day before the pay date of the applicable Payment and you must have sufficient funds in Your Account to fulfil l your Transaction on that date. After that, no interest or earnings will accrue to you and Intuit will hold the money until the Payments are made. Once your Pa yments are complete and submitted you may recall and resubmit them until we send them to Automated Clearing House (the "ACH") network. You are solely responsibl e for verifying that all Payments have been received and are accurate. You must keep any payroll, vendor, tax or other records you need for reference, even thou gh we may have information about the Payments in our files. (d) Authorization and Agreement for Direct Payments (ACH Debits). You acknowledg e and agree that (i) most Transactions will go through the Automated Clearing Ho use (the "ACH"), (ii) your Transactions will be governed by the ACH rules, and ( iii) the origination of ACH transactions to Your Account must comply with the pr ovisions of U.S. law. You must indemnify and defend Intuit against any claims or lawsuits, including attorneys' fees that arise from or result from your Transac tions. If Intuit tells you that an account number or other information concernin g your Transactions has changed, you must use this corrected information to init iate future Transactions. You authorize Intuit to (a) initiate debit entries to Your Account and to debit the same to such account, and (b) send Transactions el ectronically or by any other commercially accepted method to Your Account. You a uthorize and direct the depository financial institution that holds Your Account to (x) charge each Debit to Your Account and pay that amount to Intuit, and (y) respond to inquiries from Intuit regarding your information and Your Account. T his authorization will remain in full force and effect until Intuit has received written notification from you of its termination in such time and in such manne r as to afford Intuit and the depository financial institution that holds Your A ccount a reasonable opportunity to act on it.

(e) Representations and Warranties. You represent and warrant to Intuit that (i) each person or entity to whom you send Payments has authorized the Payments and any necessary adjustments to be applied to his, her or its account, (ii) at the time any Payment is made you have no actual knowledge that the authorization ha s been revoked or terminated, (iii) your Payments comply with the laws that appl y to them, (iv) that you have authorization to make withdrawals to Your Account and (vi) that all the information you provided to enter into the Agreement is tr ue and correct. (f) Password Security. You create or ask Intuit to issue a user ID and/or passwo rd to initiate Transactions. You are the only person authorized to use your user ID and/or password and for maintaining the confidentiality of your user ID and/ or password. You shall not permit or allow other persons to have access to or us e your user ID and/or password, except if you choose to share your user ID and/o r password with your agents. You are responsible for the use of the Software and Direct Deposit service under your user ID and/or password. You authorize and di rect Intuit and all impacted financial institutions to carry out all Transaction s initiated with your user ID and/or password. If your password is compromised, you must change your password and notify Intuit immediately to prevent unauthori zed use of your account. (g) Your Account. Intuit may refuse to process your Transaction if it reasonably believes that Your Account balance is insufficient to cover the dollar amount o f the Transaction or for any other reason Intuit deems reasonable. If any amount debited against you is dishonored or returned for any reason, such as, but not limited to, non-sufficient funds, account closed, inability to locate account, o r reversal by you and/or your bank, Intuit may; a) reverse any corresponding cre dit issued to Intuit, you, your Payees or any other party without liability to y ou or any other party, (b) reverse direct deposit transactions, (c) refuse to pe rform further Services, (d) apply any money currently held by Intuit to any amou nt owed to Intuit by you, (e) charge you a one-time insufficient funds penalty f ee, (f) report this information to any and all credit agencies and/or financial institutions and/or (g) immediately terminate this Agreement. Intuit may assess and collect interest at the rate of one and one-half percent (1.5%) per month (1 8% per annum) on any amounts owing and unpaid ten (10) days after demand. If fur ther collection attempts are required, all Intuit's collections costs, including any costs associated with termination of this Agreement and including but not l imited to, attorney fees, where permitted by law, will be charged to you. This s ection shall, to the extent applicable, survive the termination of this Agreemen t. (h) General. Any sales, use or other taxes payable on the Direct Deposit service that we must pay will be collected in the same way your fees are paid. Intuit m ay review your use of the Direct Deposit service, your credit status or other fa ctors periodically, including submitting your information to third parties such as your bank, credit reporting agencies and/or other agencies used to validate y our identity and/or credit history, and/or reviewing credit or similar reports o n your business and its principals provided by these third parties. Intuit may t erminate your participation in the Direct Deposit service after such a review. I f you (i) default in the payment of any sum of money hereunder, (ii) default in the performance of any other obligations under this Agreement, or (iii) commit a n act of Bankruptcy or become the subject of any proceeding under the Bankruptcy Act or become insolvent, or if any substantial portion of your property becomes subject to levy, seizure, assignment, application for sale for or by any credit or or governmental agency, then, in any such event, Intuit, at its option, may, upon written notice thereof, (a) terminate the Agreement, (b) declare all amount s due and to become immediately due and payable and/or (c) require you to deposi t an amount equal to its average future monthly or annual processing charges to prepay for any future processing.

(i) Termination. Your access to and use of the Direct Deposit service may be ter minated by Intuit in accordance with the termination provisions in Sections 14 a nd B.4 of the Agreement. You may terminate your use of the Direct Deposit servic e by notifying us that you no longer wish to use the Direct Deposit service. Acc ess to the Direct Deposit service will remain in effect until we have a reasonab le opportunity to act on the notice. If you terminate the Direct Deposit service , no fees you have paid will be refunded. (6) QuickBooks Employee Organizer. (Not applicable for Software and Trial versi ons that do not include access to the QuickBooks Employee Organizer). In order f or you to access the Employee Organizer, you must (i) have registered the Softwa re, (ii) have Internet access, and (iii) purchased the QuickBooks Employee Organ izer ("Employee Organizer") separately. You may subscribe to the Employee Organi zer through the Software by clicking on the appropriate Employee menu item from within the Software. The Employee Organizer will be enabled after we receive and process all the information requested, including your credit card or bank accou nt information (if Intuit accepts this form of payment for the Employee Organize r). You must have a valid Card or sufficient funds in a U.S. checking or savings account (if Intuit accepts this form of payment for the Employee Organizer) to cover an electronic debit of the fee to purchase the Employee Organizer, except as described below. The information you provide must be accurate and complete. Your initial purchase of the Employee Organizer includes a one-year subscription to the Employee Organizer Employment Regulations Update Service including the " Ask An Employment Question" e-mail inquiry service provided through CCH Incorpor ated ("Regulations Guide"). When you purchase the Employee Organizer and provide payment information, your Card or bank account (if Intuit accepts this form of payment for the Employee Organizer and/or the Regulations Guide) will be debited and will be automatically re-debited at the beginning of each subsequent one-ye ar term subscription to the Regulations Guide at the then current subscription r ate to maintain the Regulations Guide unless you notify us to cancel the Regulat ions Guide prior to the beginning of the new one-year term. If you cancel your s ubscription to the Regulations Guide you bear all risk for any inaccuracies, lia bility or penalties resulting from your use of any outdated information. License Grant and Restrictions. If and when you (i) purchase the Employee Organi zer and (ii) pay the appropriate subscription fee annually, Intuit grants you a limited non-exclusive license to use Regulations Guide within the United States, provided that you comply with all of the terms and conditions of this Agreement . You may not use the Regulations Guide except with the Software. You may only u se or install updates to the Regulations Guide on the computer(s) used by indivi dual(s) for whom you have purchased a license to the Software. Termination and Amendment. Your rights to the Regulations Guide subscription may be terminated by Intuit immediately and without notice if you fail to comply wi th any term or condition of this Agreement or if Intuit is unable to debit your Card or your bank account (if Intuit accepts this form of payment for the Employ ee Organizer and/or the Regulations Guide) in accordance with this Agreement. If you do not renew your subscription to Employee Organizer, and/or Regulations Gu ide, or cancel your subscription or are terminated from service, you will still be able to use the Employee Organizer to access the data you have entered with r espect to your employees on your currently installed version of the Software. Ho wever, if you install any subsequent updates to the Software, Employee Organizer shall be disabled and the data you have entered with respect to your employees will be rendered inaccessible. Intuit shall have the right to change or add to the terms or conditions of this Agreement (provided that it is not Intuit's intent that such change substantiall y affect the license rights granted to you and for which consideration was paid by you), relating to the Employee Organizer, the Regulations Guide, the method o

f delivering or accessing the Regulations Guide, and the fees for the Employee O rganizer and/or the Regulations Guide at any time and to change, delete, discont inue or impose conditions on any feature of aspect of the Employee Organizer and Regulations Guide. In this event you will receive notice of such change, typica lly via email or on www.quickbooks.com or such other site designated by Intuit. The Regulations Guide does not include access to the Internet, nor does it inclu de furnishing of legal advice. The Employee Organizer and the Regulations Guide operate only with a compatible version of the Software; so from time to time you may need to install updates or upgrades (or allow Intuit to install them electr onically) or purchase an upgrade version of the Software to continue using the s ervice. All users in a multi-user environment must be using licensed copies of t he same version of the Software. Your use of the Employee Organizer and/or the R egulations Guide indicates that you have read this Agreement and agree to its te rms. (7). THIRD PARTY NOTICES. The Software contains Adobe Flash Player software by Ado be Systems Incorporated, Copyright 1995-2009 Adobe Macromedia Software LLC. All rights reserved. Adobe and Flash are trademarks of Adobe Systems Incorporated. A dobe software products are subject to the Adobe End User License Agreement found here: http://www.adobe.com/products/eulas/pdfs/Reader_Player_AIR_WWEULA-Combine d-20080204_1313.pdf Intuit is part of the PCI Security Standards Council, LLC (PCI SSC) Payment Appl ication Data Security Standard Program. Acceptance of a given payment applicati on by the (PCI SSC) only applies to the specific version of that payment applica tion that was reviewed by a PA-QSA and subsequently accepted by PCI SSC (the Acce pted Version ). If any aspect of a payment application or version thereof is diffe rent from that which was reviewed by the PA-QSA and accepted by PCI SSC even if the different payment application or version (the Alternate Version ) conforms to t he basic product description of the Accepted Version then the Alternate Version should not be considered accepted by PCI SSC, nor promoted as accepted by PCI SS C. No vendor or other third party may refer to a payment application as PCI Approved or PCI SSC Approved , and no vendor or other third party may otherwise state or imp ly that PCI SSC has, in whole or part, accepted or approved any aspect of a vend or or its services or payment applications, except to the extent and subject to the terms and restrictions expressly set forth in a written agreement with PCI S SC, or in a PA-DSS letter of acceptance provided by PCI SSC. All other reference s to PCI SSC s approval or acceptance of a payment application or version thereof are strictly and actively prohibited by PCI SSC. When granted, PCI SSC acceptance is provided to ensure certain security and oper ational characteristics important to the achievement of PCI SSC s goals, but such acceptance does not under any circumstances include or imply any endorsement or warranty regarding the payment application vendor or the functionality, quality, or performance of the payment application or any other product or service. PCI SSC does not warrant any products or services provided by third parties. PCI SSC acceptance does not, under any circumstances, include or imply any product warr anties from PCI SSC, including, without limitation, any implied warranties of me rchantability, fitness for purpose or non-infringement, all of which are express ly disclaimed by PCI SSC. All rights and remedies regarding products and service s that have received acceptance from PCI SSC, shall be provided by the party pro viding such products or services, and not by PCI SSC or any payment brands. 2011 Intuit Inc. All rights reserved. Intuit Inc. P. O. Box 7850 Mountain View, CA 94039-7850 Date: As of July 2011