Software Licence and Services Agreement For QUICKBOOKS and QUICKBOOKS SMALL

BUSINESS PAYROLL

1. Agreement Controls the Relationship.

(i) This Software Licence and Services Agreement (�Agreement�) sets forth the
terms and conditions, obligations, responsibilities, liabilities and remedies as
between (a) you (�you�, �your�, �Licensee�) and (b) Intuit Limited (�Intuit�) and
the Suppliers (defined in Section 7) in regards to your and your agents access to
and use of the (1) �Software� means the computer program with which this Agreement
is included and any other programs, tools, internet-based services, components and
updates or maintenance release of the Software that Intuit may provide to you or
make available to you after the date you obtain your initial copy of the Software,
unless accompanied by separate terms and/or (2) �Services� means the QuickBooks
Payroll Service (as described in Section 18) and any related materials and
documentation and any other applicable add-on service that may be made available by
Intuit to you. Certain versions of the Software contain Google� Desktop, and this
Agreement also includes the terms and conditions for Google Desktop. If the version
of the Software license you purchased or subscribe to contains Google Desktop, when
you accept this Agreement, you also accept the terms and conditions for Google�
Desktop.

(ii) By using the Software and/or the Services, 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/or the Services,
and (d) understand that this Agreement fully sets out the obligations and
limitations of liability of Intuit, its licensors and the Suppliers 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.

(i) If you purchased a license for the Software and/or subscribed to a 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 the Software and/or Services and any
related services, materials, and documentation; (b) immediately delete from your
computer the Software and/or Service, and destroy any and all copies made by you
(or with your permission) of any portion of the Software and/or Services; and (c)
within ten (10) days, return all items provided to you in connection with the
Software and/or Service plus �Proof of Purchase� to the address set forth in
Section 12.4. �Proof of Purchase� is documentation evidencing the date and amount
you paid for your Software and/or subscription to the Service (e.g. dated receipt,
shipping invoice).

(ii) If you comply with the terms of Section 2 (i), you shall receive a full
refund of any monies you paid for the Software and/or Services if applicable.

3. Support.

(i) Intuit may make available to you updates and error corrections (collectively,
�updates�) to the Software and Services. As determined by Intuit in its sole
discretion, updates may be provided (a) electronically via the Internet 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 obligation to install all updates within thirty (30)
days of such being made available to you by Intuit (or its Suppliers). It is your
sole responsibility to establish and maintain adequate access to the Internet in
order to receive the Software and/or the Services and updates. We do not provide
ISP services. You are also responsible for maintaining the computer equipment
necessary for your use of the Software and access to the Services.

(ii) At its sole discretion, Intuit may provide technical support for the current
and prior release(s)/version(s) of the Software for a period of six (6) months
following the date the subsequent release/version is made generally available to
QuickBooks customers. The current terms of technical support, if any, can be
obtained by contacting Intuit as set forth in Section 12.3, and are subject to
modification and/or termination without prior notice.

4. Licence Grants.

(i) Single-User Licence: When you (i) purchase a single-user license for the use
of the Software (as applicable) you are granted a non-exclusive, limited licence
for one (1) individual to access the Software and to use the Software on a single
computer. 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
Software.

(ii) Licences for Multi-Users (available only for QuickBooks Pro & QuickBooks
Premier ): If you purchased QuickBooks Pro or QuickBooks Premier for use by
multiple users, you are granted a limited non-exclusive licence to (a) have up to
five (5) individuals (who are your directors, employees, or contractors) access the
Software; (b) download and use the Software on up to five (5) computers located
within the United Kingdom (except that use is permitted outside of the United
Kingdom only during temporary travel abroad) which may be used by up to five (5)
individuals (who are your directors, 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). All users in a multi-user environment must be using valid licensed
copies of the same release/version of the Software.

(iii) Additional Licence Grants: If you need more than five (5) individuals
to use the Software and/or the Services (if applicable), then you must determine
and purchase the appropriate number of licenses for additional copies of the
Software and/or subscriptions to the Services (if applicable).

(iv) QuickBooks Pro Timer Licence. (available only with QuickBooks Pro or
QuickBooks Premier): If your Software is QuickBooks Pro or QuickBooks Premier, you
may use the QuickBooks Pro Timer program on all computers used in your business.

(v) Trial Versions . If you have signed up for a trial-user version of the
Software, you are granted a limited non-exclusive licence to use the Software so
that one (1) individual may access the Software and/or Services (if any) and use
the Software on a single computer located on your business premises. You may print
one (1) copy of any online user documentation in relation to the Software and/or
Services (if any) however, you cannot make multiple copies of any online user
documentation or printed materials that accompany the Software and/or Services (if
any). Your trial-user licence is only valid for approximately five (5) uses of the
Software and/or Services (if any), or as otherwise may be specified on the
packaging or as identified when you signed up for the trial-user version of the
Software and/or Services (if any). YOU UNDERSTAND THAT UPON THE EXPIRATION OF YOUR
TRIAL USER LICENCE, YOU MUST PURCHASE A LICENSE FOR THE SOFTWARE OR SUBSCRIBE TO
THE SERVICES (IF ANY) TO CONTINUE TO USE THE SOFTWARE AND/OR SERVICES (AS
APPLICABLE) AND, IN THE ABSENCE OF WHICH, YOU MAY NOT BE ABLE TO USE/ACCESS THE
SOFTWARE AND/OR SERVICES (IF ANY) OR ANY DATA YOU ENTERED INTO THE SOFTWARE AND/OR
SERVICES.

(vi) Subscription. The Software may be licensed on a monthly or yearly

subscription basis. Access to the Software will begin after we receive and process
all the information requested, including your bank account information. You must
have sufficient funds in a United Kingdom bank account to cover an electronic debit
of the subscription fee to obtain the applicable Software. The information you
provide must be accurate and complete. When you subscribe and provide payment
information, your bank account will be debited and will be automatically re-debited
at the beginning of each applicable monthly or one-year subscription term (�Renewal
Term�) at the then current subscription rate to maintain access to the Software.
You may notify us to cancel the Software prior to the beginning of each Renewal
Term. Your rights to the Software 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 unable to debit your bank account in accordance with
this Agreement.

5. Licence Restrictions.

(i) You are not licensed or permitted under this Agreement to do any of the
following: (a) modify, adapt, translate, rent or sublicense (including offering the
Software to third parties on an applications service provider or time-sharing
basis); (b) assign, loan, resell, transfer or distribute the Software, CDROM(s), or
related materials or create derivative works based upon the Software or any part
thereof; (c) network the Software, and (d) copy the Software in whole or part,
except as expressly stated in 4,(i), 4 (ii), 4(iii), 4 (iv) or 4 (v) above, or use
trade secret information contained in the Software, to develop software to
interface with the Software. You agree not to (and not to permit others to): (i)
decompile, disassemble, or otherwise reverse engineer the Software, except as
otherwise expressly permitted by applicable law; or (ii) remove, alter or obscure
any confidentiality or proprietary rights notices (including copyright notices) of
Intuit or its licensors on or within the Software or any copies of the Software.

(ii) All license transfers are subject to written approval by Intuit and may be
subject to a transfer fee determined by Intuit in its sole discretion. 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 and (b) the third party enters into the most current version of the
Agreement for the Software and/or Services (as applicable) as provided by Intuit.
If you transfer/assign your rights to the Software and/or Service to any third
party, you may not keep a copy of the Software and/or Services or any related
materials/documentation for yourself.

(iii) Deactivation Code and Reduced Functionality Mode. Intuit may embed a
deactivation code in the Software and/or Services which, upon cancellation or
termination of this Agreement or your failure to pay fees owed by you (if any)
under this Agreement, will be enabled to automatically bar your access to the
Software and/or Services. You may still be able to access historical data for
reporting purposes (and all data you entered into the Software and/or Services).

6. Satisfaction Guarantee/Limited Warranty.

(i) Satisfaction Guarantee. In the event you determine that you are not satisfied
with the Software and/or Service, Intuit�s entire liability and your exclusive
remedy shall be a full refund of the purchase price you paid for the Software and
Service (if applicable) (minus applicable shipping and handling fees (if any)) if
within thirty (30) days of purchase you: (a) Send via registered mail to: Intuit
Limited PO. Box 2234, Maidenhead, Berkshire SL6 1YW;, all items provided to you as
part of the Software or Service, your notice of cancellation, and Proof of
Purchase; (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.

(ii) Limited Warranty. Intuit warrants that (a) all CD-ROM�s provided to you in
connection with the Software and/or Service(s), when under normal use, shall be
free from defects in material and workmanship for thirty (30) days from the date of
shipment of the disk(s) to you (�Warranty Period�) and (b) the Software will
operate substantially as described in the related documentation for a period of
thirty (30) days from purchase. For CD-ROMS that do not operate as warranted,
Intuit shall, at its option, repair/replace the CD-ROM at no additional cost to you
provided that you send Intuit a replacement request, the defective CD-ROM, and
Proof of Purchase for the Software and/or Service(s) prior to the expiration of the
Warranty Period. For Software that does not operate as warranted, Intuit�s entire
liability and your exclusive remedy shall be a refund of the purchase price you
paid for the Software, pursuant to Section (i) above.

(iii) If you identify a defect after the Warranty Period, Intuit may make a
replacement CD-ROM available if you send to Intuit: your replacement request, the
defective disk(s), and a cheque made payable to �Intuit Limited� in the applicable
amount plus applicable tax. You can obtain the cost for replacement CD-ROM by
contacting Intuit as set forth in Section 12. For all orders shipped within the
United Kingdom, please add all applicable sales tax as well as tax on shipping and
handling based on your shipping address. Any request for the replacement of
defective CD-ROM (with the items identified in this Section 6 (iii)) must be sent
to Intuit as set forth at Section 12.

7. Disclaimers of Warranties. EXCEPT AS EXPRESSLY PROVIDED IN SECTION 6 ABOVE,

THE SOFTWARE, SERVICES, AND ANY CONTENT ACCESSIBLE THROUGH THE SOFTWARE OR SERVICES
ARE PROVIDED "AS-IS" AND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW,
INTUIT, ITS AFFILIATES, LICENSORS, PARTICIPATING FINANCIAL INSTITUTIONS, THIRD-
PARTY CONTENT OR SERVICE PROVIDERS, DEALERS AND SUPPLIERS (COLLECTIVELY,
"SUPPLIERS") DISCLAIM ALL GUARANTEES AND WARRANTIES, WHETHER EXPRESS, IMPLIED OR
STATUTORY, REGARDING THE SOFTWARE, SERVICES, CONTENT, CDROMS AND RELATED MATERIALS,
INCLUDING ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, TITLE, MERCHANTABILITY,
AND NON-INFRINGEMENT. INTUIT DOES NOT WARRANT THAT THE SOFTWARE OR SERVICES ARE
SECURE OR FREE FROM BUGS, VIRUSES, INTERRUPTION, OR ERRORS, OR THAT THE SOFTWARE OR
SERVICES WILL MEET YOUR REQUIREMENTS. FURTHER, INTUIT DOES NOT WARRANT ACCESS TO
THE INTERNET OR TO ANY OTHER SERVICE OR CONTENT OR DATA THROUGH THE SOFTWARE OR
CONTINUED ACCESS TO THE TRIAL VERSION OF THE SOFTWARE OR TO THE DATA ENTERED INTO
THE TRIAL VERSION OF THE SOFTWARE AFTER THE TRIAL PERIOD OF TIME IS OVER. SOME
STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS
MAY NOT APPLY TO YOU. IN THAT EVENT, ANY IMPLIED WARRANTIES ARE LIMITED IN
DURATION TO 60 DAYS FROM THE DATE OF PURCHASE OR DELIVERY OF THE SOFTWARE, AS
APPLICABLE. HOWEVER, SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED
WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. THIS WARRANTY GIVES
YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY HAVE OTHER RIGHTS THAT VARY FROM STATE TO
STATE.
THE SOFTWARE AND ANY RELATED SERVICES OR CONTENT ARE DESIGNED TO OPERATE AND
PROVIDE INFORMATION WITH THE UNDERSTANDING THAT INTUIT AND ITS SUPPLIERS ARE NOT
ENGAGED IN RENDERING LEGAL, ACCOUNTING OR OTHER PROFESSIONAL SERVICE. IF LEGAL
ADVICE OR OTHER EXPERT ASSISTANCE IS REQUIRED, THE SERVICE OF A COMPETENT
PROFESSIONAL SHOULD BE SOUGHT. INTUIT EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR
WARRANTIES THAT YOUR USE OF THE SOFTWARE WILL SATISFY ANY STATUTORY OR REGULATORY
OBLIGATIONS, OR WILL ASSIST WITH, GUARANTEE OR OTHERWISE ENSURE COMPLIANCE WITH ANY
APPLICABLE LAWS OR REGULATIONS. YOU ARE SOLELY RESPONSIBLE FOR ENSURING THAT YOUR
USE OF THIS SOFTWARE, RELATED SERVICES OR CONTENT IS IN ACCORDANCE WITH APPLICABLE
LAW. IT IS YOUR RESPONSIBILITY TO KEEP ABREAST OF CHANGES IN LAWS, REGULATIONS AND
ACCOUNTING PRACTICES THAT AFFECT YOU AND YOUR BUSINESS.

All warranties or guarantees given or made by Intuit with respect to the Software
(a) are solely for the benefit of you as the registered user of the Software and
are not transferable, and (b) shall be null and void if you breach any term or
condition of this Agreement.

8. Limitation of Liability and Damages.

(i) Nothing in this Agreement shall limit or exclude Intuit�s liability under
Section 12 of the Sale of Goods Act 1979 or Section 2 of the Supply of Goods and
Services Act 1982, for fraudulent misstatement, or for death or personal injury
caused by its negligence.

(ii) EXCEPT AS PROVIDED IN (i) ABOVE, THE ENTIRE CUMULATIVE LIABILITY OF

INTUIT AND ITS SUPPLIERS FOR ANY REASON ARISING FROM OR RELATING TO THIS AGREEMENT
SHALL BE LIMITED TO THE AMOUNT PAID BY YOU FOR THE SOFTWARE AND, IF SUCH LIABILITY
ARISES FROM OR RELATES TO A SUBSCRIPTION TO AN INTUIT PAYROLL SERVICE, THEN SUCH
LIABILITY SHALL BE LIMITED TO THE AMOUNT OF UP TO SIX (6) MONTHS OF ANY INTUIT
PAYROLL SERVICE FEES PAID BY YOU, UNLESS OTHERWISE SEPARATELY AGREED BY INTUIT IN
WRITING. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, INTUIT AND ITS
SUPPLIERS SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, OR
CONSEQUENTIAL DAMAGES OR FOR ANY DAMAGES RELATING TO LOSS OF BUSINESS,
TELECOMMUNICATION FAILURES, THE LOSS, CORRUPTION OR THEFT OF DATA, VIRUSES,
SPYWARE, LOSS OF PROFITS OR INVESTMENT, TAX POSITIONS TAKEN BY YOU, USE OF THE
SOFTWARE WITH HARDWARE OR OTHER SOFTWARE THAT DOES NOT MEET INTUIT�S SYSTEMS
REQUIREMENTS OR THE LIKE, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE),
PRODUCT LIABILITY OR OTHERWISE, EVEN IF INTUIT, ITS SUPPLIERS 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. SOME
STATES DO NOT ALLOW THE LIMITATION AND/OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR
CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
THE 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 THIS
SOFTWARE OR SERVICES WITHOUT SUCH LIMITATIONS.

9. 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 and/or Service, 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, and/or Service, or their related documentation or
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.

10. Amendment. Intuit shall have the right to change or add to the terms of its
Agreement at any time (provided that it is not Intuit�s intent that such change
substantially affect the license rights granted to you in Section 1 and for which
consideration was paid by you), and to change, delete, discontinue, or impose
conditions on any feature or aspect of the Software or Services (including internet
based services, pricing, technical support options, and other product-related
policies) upon notice by any means Intuit determines in its discretion to be
reasonable, including sending you an email notification or posting information
concerning any such change, addition, deletion, discontinuance or conditions in the
Software or on any Intuit sponsored web site, including www.quickbooks.co.uk. To
ensure that you receive notices timely, you agree that it is your sole
responsibility to promptly notify Intuit of any change to your contact and/or
registration information. Unless stated otherwise in this Agreement, the effective
date of a modification to this Agreement shall be as specified in the applicable
notification but, in no event, shall it be less than sixty (60) days from the date
the notice was first made accessible to you online or e-mail,. You agree that it is
your sole responsibility to routinely visit this web page for such notifications
and to ascertain how any modifications of this Agreement may impact your use of the
Software and/or Services. The most current version of this Agreement will be
accessible online at www.quickbooks.co.uk/licenseagreement. If you do not accept
the modifications to the Agreement or an applicable price change, you may
discontinue all use of the Software and/or Services (as applicable). Your continued
use of the Software and/or Services (if any) will constitute acceptance of the
modifications or price change.

11. Consent to Communications. You agree that Intuit may use your contact and/or
activation information (if any) that you provided to Intuit, to provide you with
notices regarding this Agreement, the Software and/or Service. You consent to
receive communications from Intuit in any form of media and you agree that all
agreements, notices, disclosures and other communications that Intuit provides to
you satisfy any legal requirements that such communications be in writing. To
ensure that you receive notices timely, you agree that it is your sole
responsibility to promptly notify Intuit of any change to your contact and/or
registration information. In the event you choose not to receive any
communications from Intuit please go to www.quickbooks.co.uk/privacy and contact
us.

12. 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:
(i) E-mail: [email protected];
(ii) Post: Customer Services Manager, Intuit Limited, PO. Box 2234, Maidenhead,
Berkshire SL6 1YW; Fax: 0845 601 1571; or Phone: 0845 606 2161.

13. 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
or if you undergo an insolvency event (unless for the purpose of a solvent
corporate reconstruction). Intuit may also terminate this Agreement and your
rights to the Software and/or Services at any time by providing you with no less
than ninety (90) days notice in the manner set forth in Section 10. Upon
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 the Software and/or Service. Any termination under this Section
13 will result in the automatic termination of your subscription to the Service (if
applicable) without refund.
14. General Provisions. In the event of a conflict between this Agreement and the
software licence 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 Suppliers are not
authorized to make modifications to this Agreement, or to make any additional
representations, commitments, or warranties binding on Intuit, unless such
modifications are in writing and signed by an officer of Intuit. Accordingly, such
additional statements by Suppliers 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 it shall be changed and interpreted to
accomplish the objectives of such provision to the greatest extent possible under
applicable law, and the remaining provisions will continue in full force and
effect. The validity and performance of this Agreement shall be governed by the
laws of England and Wales (without reference to choice of law principles), and you
agree to submit to the non-exclusive jurisdiction of the English courts with
respect to any dispute arising under this Agreement. Notwithstanding the
foregoing, copyright and trademark matters related to this Agreement, the Software
and/or the Services may be covered by international treaties. To the maximum extent
permitted by applicable laws, Licensor accepts no responsibility for acts or
omissions beyond its reasonable control. This Agreement shall be construed as to
its fair meaning and not strictly for or against either party. The provisions of
Section 1, 5, 9, 10, 12, 13, 14, 15, 16 and 17 shall survive termination of this
Agreement for whatever cause.

15. Export Restrictions. You acknowledge and agree that the Software is subject
to restrictions and Administration Act and Export Administration Regulations
(collectively, the �Acts�) and may be subject to the export laws of other
countries. 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 the United Kingdom, the United States and/or the
country in which the Software was provided to you by Intuit or an authorized
distributor/reseller of the Software, 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.

16. Privacy Policy. For details about Intuit's privacy policies, please
refer to the QuickBooks Privacy Statement contained either in the Software, at
www.quickbooks.co.uk/privacy, or the privacy policy link on the Intuit website
relating to the Software product you purchased. You agree to be bound by the
applicable Intuit privacy policy, as it may be amended from time to time in
accordance with its terms.

17. Trademarks. Intuit, the Intuit logo, Quicken and QuickBooks are registered
trademarks or service marks of 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 English
laws on trademark and unfair competition and may also be registered in the United
Kingdom, Office of Harmonisation of the Internal Market, and/or in the U.S. Patent
and Trademark Office.

18. SUPPLEMENTAL TERMS FOR ADD-ON PRODUCTS AND SERVICES. The terms of the
Agreement, in addition to the supplemental terms identified below, apply to the
applicable add-on product or service that may be made available by Intuit to
QuickBooks Licensees.

QuickBooks Small Business Payroll Service

(1) At its sole discretion, Intuit may make available for your use, in connection
with your use of the Software certain tax tables to automatically calculate your
payroll taxes subject to and in accordance with this Section 6 (the �Service�).

(2) To the extent that Intuit makes the Service available to you and you desire
to use the Service, the following additional terms and conditions will apply to you
in connection with your use of the Software and Service:

(a) You must have purchased the Software, have Internet access,
and a valid email address to sign for the Service. You may subscribe to the Service
through the Software by clicking on the appropriate menu item from within the
Software and completing the form or submitting the required information by
contacting Intuit as set forth in Section 12. You must pay for one (1) twelve (12)
month subscription term before you are entitled to use the monthly subscription
term.

(b) The Service will begin after we receive and process all the
information requested, including your bank account. You must have sufficient
funds in a United Kingdom bank account to cover an electronic debit of the
subscription fee to obtain the Service. The information you provide must be
accurate and complete. When you subscribe and provide payment information, your
bank account will be debited and will be automatically re-debited at the beginning
of each applicable monthly or one-year subscription term (�Renewal Term�) at the
then current subscription rate to maintain the Service. You may notify us to cancel
the Service prior to the beginning of a Renewal Term.

(c) Subject to Section 6, all subscription fees are non-

refundable.

(d) For as long as you have a valid subscription to the

Service, Intuit grants you a limited, non-exclusive licence to use the tax tables,
selected payroll forms, when available, documentation, and updates thereto (if any)
(�Service Updates�) within the United Kingdom, provided that you comply with all
the terms and conditions this Agreement.

(e) You may only use the Service with the Software and on those
computers for which you have a valid licence to use the Software. You must
purchase a separate subscription to the Service for each copy of the Software with
which you will be using the Service.

(f) The Service is only compatible with the then current

release/version of the Software and, at Intuit�s sole discretion, may be compatible
with prior release(s)/version(s) of the Software. If you do not upgrade to the
most current release/version of the Software, or if you fail to download all
updates to the Software as set forth in Section 3.1, Intuit may void your
subscription to the Service without refund.

(g) Your rights to the Service 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 unable to debit your Card in accordance
with this Agreement.

(h) If your Service subscription expires (for example you

cancel or don�t renew your subscription) or terminates (for example if Intuit is
unable to debit your bank account for the Service), you will no longer have the
ability to enter payroll data into the Software.

(3) Intuit warrants that the Service, if made available by Intuit in its sole
discretion, will operate substantially as described in the related documentation.
The Service may contain dated information. In using the Service you understand
that it may not include all the information or the most current information
relevant to your particular needs or situation. The Service 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 in the law. YOU ASSUME FULL
RESPONSIBILITY FOR YOUR SELECTION OF THE TAX TABLES TO ACHIEVE YOUR INTENDED
PURPOSES, FOR THE PROPER INSTALLATION AND USE OF THE TAX TABLES 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 TABLES WILL MEET YOUR
REQUIREMENTS, BE FIT FOR PURPOSE OR THAT THE OPERATION OF THE TAX TABLES WILL BE
UNINTERRUPTED OR ERROR FREE.

Copyright 2007 Intuit Limited. All rights reserved.

Google Desktop Terms and Conditions

�
By agreeing to install Google Desktop you indicate that you have read, understand
and agree to the Google Desktop Terms and Conditions located at
http://desktop.google.com/eula.html.� You understand and agree that Google reserves
the right to modify these Google Desktop Terms and Conditions from time to time in
its sole discretion, without notice or liability to you. You agree to be bound by
these Google Desktop Terms and Conditions, as modified. Please review the most
current version of the Google Desktop Terms and Conditions from time to time,
located at http://desktop.google.com/en/GB/eula.html (or such successor URL as
Google may provide), so that you will be apprised of any changes.

Thank you for trying out Google Desktop! Google Desktop is made available to you by
Google Inc, with its principal offices at 1600 Amphitheatre Parkway, Mountain View,
CA � 94043, United States (�Google�). This page contains the terms and conditions
("Terms and Conditions") for all Google Desktop products � these include a consumer
version and business version which we call, Google Desktop for Enterprise
(collectively these products are known as �Google Desktop�)

By downloading Google Desktop you agree to these Terms and Conditions.

Google Desktop for Enterprise is only available to business users. If you are
downloading Google Desktop for Enterprise on behalf of a company, partnership or
other legal entity, you represent and warrant that you have authority to bind that
entity to these Terms and Conditions. If you do not have this authority do not
download this product.

Personal or Internal Business Use Only

Google Desktop is licensed to you for your personal or internal business use only
and must be used in compliance with all applicable laws, rules and regulations. If
you want to make commercial use of Google Desktop, including but not limited to
selling or distributing Google Desktop for payment, you must enter into a separate
written agreement with Google.
If you are asked to register with Google you must provide complete and accurate
identification, contact, and other information required as part of the registration
process.

If you are using Google Desktop for Enterprise you may make that available to other
users in your organisation, by either emailing to them the following link:
http://desktop.google.com/eulauk.html, or placing that URL as a link on your server
to be accessed by individual users. Each user will be required to agree to these
Terms and Conditions before they use Google Desktop.

Prohibited Actions

You may not:

(a) distribute Google Desktop or any services or software associated with or
derived from it, except as expressly permitted above in relation to Google Desktop
for Enterprise;
(b) sub-licence your right to use Google Desktop;
(c) modify, copy, adapt, translate, prepare derivative works from, decompile,
reverse engineer, disassemble or create derivative works from Google Desktop
(except to the extent such acts are permitted by law, notwithstanding a contractual
prohibition); or
(d) extract significant portions of Google Desktop's files for use in other
applications.

If you wish to do any of these prohibited acts, please contact Google by visiting
desktop.google.com/feedback.html.

Automatic Updates

Google Desktop may communicate with Google's servers to check for available updates
to the software, such as bug fixes, patches, enhanced functions, missing plug-ins
and new versions (collectively, "Updates"). During this process, Google Desktop
sends Google a request for the latest version information. By installing the Google
Desktop you agree to automatically request and receive Updates from Google's
servers.

However, if you are using Google Desktop for Enterprise , this will not communicate
with Google�s servers for the above purposes if your administrator settings prevent
it from doing so.

Information Practices

Protecting users� privacy is very important to Google. As a condition of

downloading and using Google Desktop, you agree to the terms of the Google Desktop
Privacy Policy (http://desktop.google.com/privacypolicy.html) (which includes
Google�s general privacy policy (http://www.google.com/privacy.html), as updated
from time to time.

Google Desktop may collect certain non-personally identifiable information that

resides on your computer, including, without limitation, the number of searches
done on your computer and the time it takes to see results on your computer. Unless
you choose to opt out, either during installation or at any time after
installation, non-personally identifiable information collected will be sent to
Google. In addition, if you register with Google (and you will need to do this if
you download Google Desktop for Enterprise ), Google collects personal information
about you, such as your name, company details, email and phone number.

This information will be used by Google: (a) for purposes of operating and
improving future versions of Google Desktop; and (b) administration of your
account. In all cases information may be stored and processed in the United States
or any other country in which Google or its agents maintain facilities and by
downloading Google Desktop you consent to any such transfer of information outside
of your country.

Intellectual Property

You acknowledge that Google or third parties own all right, title and interest in
and to Google Desktop, and software or content provided through or in conjunction
with Google Desktop, including without limitation all Intellectual Property Rights.
"Intellectual Property Rights" means any and all patent rights, copyright, trade
secrets, trade and service marks, design rights, rights in or relating to
databases, rights in or relating to confidential information and any other
intellectual property rights throughout the world, whether registered or
unregistered and including applications for any such rights.

You agree to (and agree not to allow third parties to) not remove, obscure, or
alter Google's or any third party's copyright notice, trade marks, or other
proprietary rights notices affixed to or contained within or accessed in
conjunction with or through Google Desktop.

Feedback

If you have comments on Google Desktop or ideas on how to improve it, please visit
desktop.google.com/feedback.html. Please note that by doing so, you also grant
Google and third parties permission to use and incorporate your ideas or comments
into Google Desktop (or third party software or content) without further
compensation.

Changes to Terms and Conditions

Google may update these Terms and Conditions from time to time. If Google updates
these Terms and Conditions it will let you know by email, via the automatic Updates
process, by posting a message to site from which users download Google Desktop or
by using another method which it considers appropriate. If you do not agree with
any changes to the Terms and Conditions, from time to time, please do not continue
to use Google Desktop.

Disclaimer

If you are a consumer, nothing in these Terms and Conditions shall affect your
statutory rights.

To the fullest extent permitted by law, Google Desktop is provided "as is".

To the fullest extent permitted by law, Google disclaims all implied warranties,
conditions and others terms including, without limitation, those regarding the
security, reliability, timeliness, and performance of Google Desktop.

Limitation of Liability
Nothing in these Terms and Conditions shall exclude or limit liability for: (a)
death or personal injury resulting from the negligence of either party or their
servants, agents or employees; (b) fraud or fraudulent misrepresentation; (c)
breach of any implied condition as to title or quiet enjoyment; or (d) any
liability which may not by law be excluded.

Subject to the first paragraph of this clause, neither party shall be liable under
or in relation to these Terms and Conditions or their subject matter (whether such
liability arises in tort (including negligence), beach of contract,
misrepresentation or otherwise) for:
(a) any economic losses (including, without limitation, loss of revenues, profits,
contracts, data, business, anticipated savings);
(b) the cost of obtaining similar or substitute services from anyone;
(c) any loss of goodwill or reputation; or
(d) any special, indirect or consequential losses;

in each case, whether or not such losses were within the contemplation of the
parties at the date of acceptance of these Terms and Conditions.

Subject to the first paragraph of this clause, Google�s total liability under or in
relation to these Terms and Conditions or their subject matter (whether such
liability arises in tort (including negligence), beach of contract,
misrepresentation or otherwise) shall not exceed �5.

Subject to the first paragraph of this clause: (a) under no circumstances shall
Google be liable to any user on account of that user's misuse of Google Desktop;
and (b) neither party shall be liable for any matter which is outside that party�s
reasonable control.

Miscellaneous Provisions

These Terms and Conditions will be governed by and construed in accordance with the
laws of England and Wales and you and Google hereby submit to the exclusive
jurisdiction of the English courts in respect of any dispute or matter arising out
of or connected with these Terms and Conditions. Notwithstanding the preceding
sentence, nothing in these Terms and Conditions shall restrict or limit Google
seeking injunctive or similar relief in any jurisdiction.

If for any reason a court of competent jurisdiction finds any provision or portion
of these Terms and Conditions to be unenforceable, the remainder of these Terms and
Conditions will continue in full force and effect.

Google may assign its rights and/or obligations under these Terms and Conditions
(in whole or in part), at any time, without your consent.

These Terms and Conditions constitute the entire agreement between the parties with
respect to the subject matter hereof and supersede and replace all prior or
contemporaneous understandings or agreements, written or oral, regarding such
subject matter.

Any waiver of any provision of these Terms and Conditions will be effective only if
in writing and signed by Google and/or a third party who makes its software and/or
content available in conjunction with or through Google Desktop.

Nothing in these Terms and Conditions shall create or confer any rights or other
benefits whether pursuant to the Contracts (Rights of Third Parties) Act 1999 or
otherwise in favour of any person other than the parties to these Terms and
Conditions, except that this clause shall not restrict or limit the rights of any
lawful assignee under these Terms and Conditions to exercise the rights and
benefits conferred on him by the assignor.