INTUIT TAX AND ACCOUNTING RESEARCH ASSISTANT (INTRA) LICENSE AGREEMENT

©2005 - 2007, Intuit Canada (“Intuit”). All rights reserved. This “License Agreement” contains the terms and conditions governing your use of the following Intuit Tax and Accounting Research Assistant: InTRA Personal, InTRA Corporate and InTRA GST/Excise, including any updates or maintenance releases thereto (“InTRA” or the “Software”), and all associated documentation (“Documentation”), which are owned by Intuit. If the InTRA Software you are licensing is bundled with other third party software programs, this License Agreement covers only the InTRA Software; use of other third party software programs is governed by separate end user license agreements which may contain different terms and conditions. READ THIS LICENSE AGREEMENT CAREFULLY AND INDICATE YOUR AGREEMENT TO COMPLY WITH ITS TERMS IF YOU WISH TO COMPLETE YOUR INSTALLATION OF THE SOFTWARE (AS DEFINED BELOW). BY CLICKING “I AGREE”, BELOW, AND COMPLETING INSTALLATION OF THE SOFTWARE, YOU AGREE THAT YOU HAVE READ AND UNDERSTOOD THIS LICENSE AGREEMENT AND THAT YOU ACCEPT ITS TERMS AND CONDITIONS, TO THE EXCLUSION OF THE TERMS AND CONDITIONS OF ANY OTHER WRITTEN OR VERBAL UNDERSTANDING. IF YOU DO NOT ACCEPT THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT, CLICK “I DISAGREE” BELOW, DO NOT COMPLETE INSTALLATION OF THE SOFTWARE, AND PROMPTLY RETURN THE ENTIRE PACKAGE AND YOUR RECEIPT TO INTUIT AT THE ADDRESS INDICATED BELOW. If the Software was pre-installed on your computer, or if the CD came packaged with your computer at no extra charge, and if you do not agree with the terms of this License Agreement, uninstall the Software. LICENSE CODES You will need a valid license code to install and run the Software. An InTRA Software license code (the “License Code” or the “Code”) includes an encrypted reference to a user name; therefore you must enter your user name correctly to install and to run InTRA. In addition, InTRA License Codes (codes to install and run the Software for evaluation purposes) include an encrypted expiry date. Your use of the Software’s trial version must fall within the trial period (identified under Trial License below) in order to install and run trial versions of the Software. When you order the Software online or when you download a trial version, you will receive an email with a License Code from Intuit. If you do not have Internet access, you may call or fax the Intuit office (phone: 1 800 452-9970; fax: 1 800 792-4044) to purchase InTRA Software on a CD and obtain your License Code. The InTRA License dialog box that displays during software installation allows you to enter a License Code. If you have purchased a license for any InTRA Software application(s), you will enter the License Code that accompanied your purchase confirmation. Please contact Intuit by calling 1 800 452-9970 in order to resolve any problems you may encounter when installing the InTRA Software. TYPES OF INTRA SOFTWARE LICENSES Intuit offers different types of InTRA Software licenses for different versions of the Software including Basic, Premier and Enterprise Licenses, with terms designed to meet the needs of our customers. Basic License: InTRA is available under a Basic License. A Basic License entitles a single user to access and use the research materials in InTRA until one year from the date of purchase. The Basic version of InTRA includes a less comprehensive set of research materials than the Premier version of InTRA. Please refer to the website www.accountant.intuit.ca/intra to review the contents of InTRA Basic. Premier License: A Premier License entitles a single corporation / proprietorship / legal partnership with up to eight users at a single location to access and use the research materials in InTRA until one year from the date of purchase. The Premier version of InTRA includes a more comprehensive set of research materials than are contained in the Basic version of InTRA. Please refer to the website www.accountant.intuit.ca/intra to review the contents of InTRA Premier. Companies with more than one site or separate corporations / proprietorships / legal partnerships sharing office space require separate InTRA licenses. Enterprise License: An Enterprise License is designed for a single corporation / proprietorship / legal partnership with more than eight users and/or with more than one office site. All licensed users can access and use the research materials in InTRA until one year from the date of purchase. There is an additional license fee for each user in excess of the first eight users, and an additional fee for each office site beyond the first site. Separate corporations / proprietorships / legal partnerships sharing office space require separate licenses. To find out the cost of an Enterprise license covering multiple sites, contact the Intuit Professional Tax Business Manager at 1 800 452-9970. Trial License: When you download InTRA Software from our website (www.accountant.intuit.ca/intra) for evaluation purposes, you automatically receive a Trial License Code by email. You may also phone Intuit to request InTRA Software on a CD, along with a Trial License Code. Features in Trial versions of the Software are identical to Premier version features, except that those trying InTRA will not have the option to print. Trial License Codes allow access to the Software for a limited number of days, as indicated in the letter or email accompanying the Code. After the trial period expires, the Software will display the “License” dialog box when you launch the Software, and will not allow you to proceed until you enter a valid License Code. Purchased License Codes for Basic, Premier and Enterprise Licenses (non-Trial) are valid for one year from the date of purchase. A new License Code is required to continue to access InTRA Software after the one year license expires. AGREEMENT TERMS Grant of License: Intuit grants you and you accept a limited, non-exclusive and non-transferable license to use the InTRA Software, any final edition thereof, and any updates or maintenance releases thereto (collectively the "Software"), together with any related Documentation, delivered with this License Agreement according to the terms set forth in this License Agreement. Intuit shall have the right to change or add to the terms of this License Agreement at any time and to change, discontinue, delete or impose conditions on any feature or aspect of the Software or its use or Services. Such changes shall be effective upon notification that Intuit determines in its sole discretion to be reasonable, including actual or constructive notice, or upon posting such terms on the Intuit website at www.accountant.intuit.ca/intra or any Intuit sponsored web site. This License Agreement does not limit any rights that Intuit may have under trade secret, copyright, patent, trademark or other laws. Term: The License Agreement is effective from the day you install the Software and continues until this License Agreement is terminated as provided below. Ownership, Copyright and Proprietary Markings: You acknowledge that Intuit (or its licensors) is the sole and exclusive owner of all intellectual property and other rights in the Software and Documentation, but you do have the right to use the Software and Documentation as outlined and limited in this License Agreement. You agree that you will use your best efforts and take all reasonable steps to protect the Software and Documentation from unauthorized use, reproduction, publication, disclosure or distribution. You also agree not to obscure, alter, or remove from the Software and Documentation any product identification or proprietary notices (copyright, patent, trademark) without the prior written consent of Intuit. Certain documents included in the Software are reproduced with permission of or under license from The Knowledge Bureau, a division of Evelyn Jacks Productions, Inc., and the Minister of Public Works and Government Services, Canada. Third Party Services: Services, products, offers and promotions provided by third parties, and not by Intuit, are made available in connection with the marketing, distribution and use of the Software (“Third Party Services”). Third Party Services may be made available to you in or from the Software, often co-branded with Intuit and third party brands, in which a third party is primarily responsible for making added functionality available to you, or providing certain information to you. You are responsible for reviewing and understanding the terms and conditions governing your use of any Third Party Services and your use of such Third Party Services indicate your acceptance of such terms and conditions. Intuit is not responsible for performance in connection with the Third Party Services, or the accuracy of information provided to you by Third Party Service providers, even if you accessed such Third Party Service from the Software. Intuit generally does not control the Third Party Service providers, and thus such Third Party Services may not be available to you at all times or for extended periods of time, even if such services are indicated as being available in the Software or Documentation or on the Software packaging. In addition, all Third Party Services are subject to change without notice from Intuit. Your Responsibilities: You are responsible for: (a) determining whether the Software will provide the information you require; (b) procuring, installing and operating the computer and operating system to run the Software; (c) providing a proper environment and proper utilities for the computer on which the Software operates (including in many cases Internet access for Third Party Services and other services); (d) ensuring that you and your personnel have adequate training to operate the computer; and (e) establishing adequate operational back-up provisions in the event of a defect or malfunction that renders the Software or the computer system on which it runs non-operational. Restrictions on Use: You may install the Software on computers that are accessible to no more than the number of users covered by your Software License (see “Types of InTRA Software Licenses” above). You may make one backup copy of the Software solely for archival or replacement purposes (if anything happens to the original Software), which copy shall also be automatically subject to this License Agreement. You may not: use, copy or transfer the Software or Documentation, in whole or in part, except as provided herein; alter, merge, modify, adapt, rent, sublicense, assign, loan, resell, distribute, network, decompile or reverse engineer the Software; remove, obscure, or alter any Intuit patent, copyright, trademark or other proprietary rights notices. Limited Warranties: For a period of sixty (60) days from the date that you receive the Software and Documentation, Intuit warrants that the Software will meet your expectations. Remedy: If you determine that the Software does not meet your expectations, your exclusive remedy under the limited warranty of this Section 7 shall be one of the following: (1) return the Software within sixty (60) days of the date you received the Software and Documentation, to Intuit at the address set forth in option (2) immediately below for a full refund, or for customers who downloaded the Software, notify Intuit in writing to the address set forth in option (2) that you have uninstalled the Software from all workstations; or (2) request the replacement of a defective CD from Intuit of the version of the Software you purchased within sixty (60) days of receiving your Software, provided that you first call Intuit Technical Support at 1 800 452-9970 as Intuit may be able to help you remedy the problem you are having with your CD. If Intuit Technical Support is unable to help remedy the problem with your CD, you might be requested to return your defective CD to Intuit, Suite 400 - 138 Fourth Avenue SE, Calgary, Alberta, T2G 4Z6 in order to receive a replacement CD. Under the 60-day warranty Intuit will make only one refund per customer. If you obtained the Software by downloading it onto your computer, and the Software did not install properly, please try to download and install it again. For answers to common installation questions, visit www.intuit.com. If you do not find the solution to the difficulty, contact Intuit Technical Support at the number listed above. The telecommunications delivery systems, such as the Internet, used for Third Party Services and Software updates (collectively, the “Services”) can perform unpredictably, may not be continuous, and may, for example, affect access to or the performance of the Services. You agree that Intuit is not in any way responsible for any such interference with or interruption to, your use of or access to the Services. In this regard, you are responsible for providing, at your expense, any access to the Internet and any required equipment. Further, Intuit may at any time change or discontinue any aspect, availability or feature of the Services. Liability of Intuit: YOU ACKNOWLEDGE THAT THIS LICENSE AGREEMENT CONTAINS A COMPLETE STATEMENT OF THE UNDERSTANDING BETWEEN YOU AND INTUIT REGARDING THE SUBJECT MATTER HEREOF, AND THAT THERE ARE NO OTHER PRIOR OR CONTEMPORANEOUS UNDERSTANDINGS, PROMISES, REPRESENTATIONS, OR DESCRIPTIONS REGARDING THE SOFTWARE, DOCUMENTATION, OTHER MATERIALS, OR RELATED SERVICES (IF ANY). EXCEPT AS MAY BE EXPRESSLY PROVIDED IN SECTION 7 ABOVE, THE SOFTWARE, SERVICES AND ANY DOCUMENTATION ARE PROVIDED “AS-IS” AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW INTUIT , A PARTNER OF AND ON BEHALF OF, INTUIT CANADA, A PARTNERSHIP, AND ITS SUBSIDIARIES, AFFILIATES, PARTNERS, LICENSORS, PARTICIPATING FINANCIAL INSTITUTIONS, THIRD PARTY CONTENT OR SERVICE PROVIDERS, DISTRIBUTORS, DEALERS OR SUPPLIERS (COLLECTIVELY, "REPRESENTATIVES") DISCLAIM ALL OTHER REPRESENTATIONS, GUARANTEES, WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, OR STATUTORY REGARDING THIS SOFTWARE, CD, RELATED DOCUMENTATION, AND OTHER MATERIALS AND ANY SERVICES, INCLUDING ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUALITY, MERCHANTABILITY, AND NON-INFRINGEMENT.INTUIT DOES NOT WARRANT THAT THE SOFTWARE OR SERVICES ARE SECURE, FREE FROM BUGS, VIRUSES, INTERRUPTION, 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. THE SOFTWARE AND ANY RELATED SERVICES OR CONTENT ARE DESIGNED TO OPERATE AND PROVIDE INFORMATION WITH THE UNDERSTANDING THAT INTUIT AND ITS REPRESENTATIVES ARE NOT ENGAGED IN RENDERING LEGAL, ACCOUNTING OR OTHER PROFESSIONAL SERVICE. 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. INTUIT DOES NOT WARRANT THAT THE USER WILL ENTER ALL ITEMS REQUIRED FOR A COMPLETE TAX RETURN, OR THAT THE USER WILL OBTAIN THE MAXIMUM TAX REDUCTION IN EVERY CASE. INTUIT DISCLAIMS ANY RESPONSIBILITY FOR ACCURACY OR ADEQUACY OF ANY POSITIONS TAKEN BY USERS IN THEIR TAX RETURNS. INTUIT WILL NOT BE RESPONSIBLE FOR ANY DAMAGES RESULTING FROM THE USE OR MISUSE OF THE DOCUMENTATION AND/OR THE SOFTWARE, INCLUDING ANY INCOME TAXES, PENALTIES, OR INTEREST CHARGES THAT MAY BE ASSESSED BY THE TAXING AUTHORITIES (UNLESS OTHERWISE INDICATED HEREIN). YOU AGREE THAT IN NO EVENT WILL INTUIT BE LIABLE FOR ANY LOSS, COST, LIABILITY OR DAMAGE INCURRED AS A RESULT OF YOUR RECEIPT OF OR PARTICIPATION IN THIRD PARTY SERVICES. THE ENTIRE CUMULATIVE LIABILITY OF INTUIT AND ITS REPRESENTATIVES FOR ANY REASON ARISING FROM OR RELATING TO THIS LICENSE AGREEMENT SHALL BE LIMITED TO THE REMEDIES SET FORTH IN THE “REMEDY” SECTION OF THIS LICENSE AGREEMENT (SECTION 8). TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, INTUIT AND ITS REPRESENTATIVES SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OR FOR ANY DAMAGES RELATING TO LOSS OF BUSINESS, TELECOMMUNICATION FAILURES, LOSS, CORRUPTION OR THEFT OF DATA OR INFORMATION, LOSS OF PROFITS OR INVESTMENT, VIRUSES, SPYWARE, TAX POSITIONS TAKEN BY YOU, USE OF THE SOFTWARE WITH HARDWARE OR OTHER SOFTWARE THAT DOES NOT MEET INTUIT’S SYSTEM REQUIREMENTS, OR THE LIKE , WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, PRODUCT LIABILITY OR OTHERWISE, EVEN IF INTUIT OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. IN NO EVENT DOES INTUIT ASSUME ANY LIABILITY TO ANY PARTY OTHER THAN YOU ARISING OUT OF YOUR USE OR INABILITY TO USE THE SOFTWARE OR SERVICES. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY INTUIT AND ITS RESPECTIVE EMPLOYEES OR AGENTS SHALL INCREASE THE SCOPE OF THE ABOVE REPRESENTATIONS, WARRANTIES OR CONDITIONS IN THIS LICENSE AGREEMENT OR CREATE ANY NEW REPRESENTATIONS, WARRANTIES OR CONDITIONS IN CONNECTION WITH THE SOFTWARE, DOCUMENTATION, SERVICES OR THIS LICENSE AGREEMENT. SOME JURISDICTIONS 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. IN THAT EVENT, TO THE EXTENT YOUR JURISDICTION PERMITS LIMITATIONS ON DURATION OF IMPLIED WARRANTIES, ANY IMPLIED WARRANTIES OR CONDITIONS ARE LIMITED TO THE APPLICABLE PERIOD DESCRIBED UNDER THE “LIMITED WARRANTIES” SECTION, TO THE EXTENT PERMITTED BY APPLICABLE LAW. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY HAVE OTHER RIGHTS AS WELL, WHICH VARY ACCORDING TO JURISDICTION. 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, DOCUMENTATION OR SERVICES WITHOUT SUCH LIMITATIONS. Updates: Periodically, Intuit may introduce new versions, or updates to the Software. All updates provided to you shall become part of the Software and be governed by the terms of this License Agreement. Termination: Your rights under this License Agreement may be terminated by Intuit immediately and without notice if you fail to comply with any term or condition of this License Agreement. Upon such termination, you must immediately cease using the Software and any Service, and delete or destroy all complete and partial copies of the Software, including all backup copies. Any termination of this License Agreement shall not affect Intuit’s rights hereunder. Any such termination by Intuit shall be in addition to and without prejudice to such rights and remedies as may be available to Intuit, including injunction and other equitable remedies. The provisions of Sections 3, 6, 9, 11, and 12 above, shall survive the termination of this License Agreement. The license granted to you by this License Agreement is effective until terminated. You may terminate the license at any time by destroying all copies of the Software and Documentation, or alternatively, by returning them to Intuit. Governing Law: This License Agreement is to be governed by and interpreted in accordance with the laws of the Province of Alberta, without regard to its conflicts of law principles. You hereby submit to the exclusive jurisdiction and venue of the courts sitting in Calgary, Alberta in the event of any dispute concerning this License Agreement or the Software and Documentation. If any provision of this License Agreement in any way contravenes the laws of Alberta or any jurisdiction in which this License Agreement is to be performed, such provision shall be deemed to be deleted from this License Agreement and, if any provision of this License Agreement shall be declared by final adjudication to be void, prohibited or unenforceable, it shall not affect the validity or enforceability of any other provision of this License Agreement, and such provision shall be replaced with a valid, enforceable provision that accomplishes, as much as possible, the intent of the unenforceable provision. Any waiver of the terms herein by Intuit must be in writing signed by an authorized officer of Intuit and expressly referencing the applicable provisions of this License Agreement. Intuit shall be not be liable for any default or delay in the performance of its obligations under this License Agreement to the extent its performance is delayed or prevented due to causes beyond its reasonable control, such as acts of God, natural disasters, terrorist acts, war or other hostilities, labor disputes, civil disturbances, the actions or omissions of third parties, electrical or communication system failures, or governmental action. You acknowledge and agree that the Software is subject to restrictions and controls imposed by the Export and Import Permits Act (Canada) and Regulations under the Export and Import Permits Act (collectively, the "Act"). You agree and certify that neither the Software nor any part or direct product thereof is being or will be acquired, shipped, transferred or exported, directly or indirectly, outside Canada, or is being or will be used for any purpose prohibited by the Act; provided, however, that any person may travel to countries not prohibited by the Act 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 Act. Consumer Information/Privacy: The full terms of the restrictions on Intuit for collection, use and disclosure of information that can be used to identify and/or contact you as an individual (“Personal Information”) are set forth in the Privacy Statement at www.accountant.intuit.ca (which is subject to change without notice). The Privacy Statement also identifies how you may update your Personal Information; give/withdraw consent, and how to notify Intuit of your concerns regarding your Personal Information. Trademarks and Copyright: Intuit, the Intuit logo, ProFile, among others, are registered trademarks and/or service marks of Intuit Inc. in the United States and/or Intuit Canada, a general partnership, in Canada and other countries, or one of its affiliates. Microsoft and Microsoft Internet Explorer are registered trademarks of Microsoft Corporation. Any other product names, trademarks, service marks or registered marks, symbols, trade names, company names and/or logos which appear within this product are the property of their respective owners and appear through the courtesy of such owners. Such marks are protected by Canadian law on trademark and unfair competition and may also be registered in the Canadian Intellectual Property Office and/or in the U.S. Patent and Trademark Office. Language: It is the express wish of the parties that this License Agreement and all related documents are drawn up in English. C'est la volonté expresse des parties que la présente convention ainsi que les documents qui s'y rattachent soient rédigés en anglais. Legal Fees: If any legal action is brought by either party to this License Agreement against the other party regarding this License Agreement or the Software and Documentation, the prevailing party shall be entitled to recover, in addition to any other relief, reasonable legal fees and expenses. Entire Agreement: This License Agreement constitutes the entire agreement between you and Intuit relating to the Software and Documentation and supersedes all prior or collateral oral or written representations or agreements relating thereto. If you have any questions concerning this License Agreement, or your rights or obligations hereunder, you may write to Intuit at: Intuit, Suite 400, 138 Fourth Avenue SE, Calgary, Alberta T2G 4Z6, and Attn: Communications Department.