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AUTHORIZATION
As a member of the QuickBooks ProAdvisor Program ("Program"), you hereby authorize Intuit Canada Limited and its affiliates (collectively "Intuit"), and third parties authorized by Intuit, to disclose and/or publish information regarding your name, address and other contact information, expertise profile, and business profile in printed and/or electronic forms in any medium, unless you notify Intuit in writing that you no longer authorize the release of this information and wish to discontinue participation in the Program. Notwithstanding the foregoing, Intuit reserves the right to confirm your status in the Program in response to any third-party requests. You acknowledge that Intuit will use information collected under the Program to achieve the purposes set out in this document and in accordance with these Terms and Conditions.
Employees in the Intuit Advisor Program Team of Intuit or a designee of Intuit will maintain and have access to the information, and you may access, correct and remove information from the file by contacting Intuit or its designee (Attention: QuickBooks ProAdvisor Program, PO Box 4182 Edmonton, AB T6E 4T2).
As a member of the Program, you agree that any information Intuit discloses to you, whether in oral or written form, and that is identified by Intuit as confidential or proprietary, or is otherwise not generally available to the public, shall be deemed confidential information and that you will not disclose such confidential information to any employees who do not have a specific need to use such information or to any other third party without Intuit's prior written consent. You acknowledge that the unauthorized disclosure or use of Intuit confidential information will cause irreparable harm to Intuit, and you agree that, upon the written request of Intuit, you will return to Intuit, or permanently destroy, any confidential information you have received in writing or other tangible form from Intuit. In the event of violation of this confidentiality agreement, you agree that Intuit will have the right to seek and obtain injunctive relief in addition to any other rights and remedies Intuit may have.
By submitting ideas, suggestions, proposed business plans or any other material to Intuit, you agree that Intuit will treat such submissions as non-confidential, that Intuit can use the information without compensating or acknowledging you or any other person or entity, and that Intuit may have already developed, and is not restricted from developing, products, services or plans similar to, or competitive with, anything described in such submissions from Members.
THE PROGRAM IS PROVIDED "AS-IS," AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, INTUIT AND ITS SUPPLIERS DISCLAIM ALL OTHER REPRESENTATIONS, CONDITIONS AND WARRANTIES EXPRESS OR IMPLIED, REGARDING THE PROGRAM, ANY SERVICES PROVIDED BY INTUIT OR ITS SUPPLIERS, QUICKBOOKS OR OTHER SOFTWARE, ANY TRAINING GUIDE, AND/OR ANY OTHER MATERIALS, INCLUDING THEIR FITNESS FOR A PARTICULAR PURPOSE, THEIR MERCHANTABILITY, OR THEIR NON INFRINGEMENT. AS A MEMBER OF THE PROGRAM, YOU ACKNOWLEDGE AND AGREE THAT SOME PROVINCES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO CERTAIN MEMBERS. IN THAT EVENT, ANY IMPLIED WARRANTIES ARE LIMITED IN DURATION TO SIXTY (60) DAYS FROM THE FIRST DATE OF ENROLLMENT. HOWEVER SOME PROVINCES DO NOT ALLOW LIMITATIONS ON THE DURATION OF AN IMPLIED WARRANTY, SO THE ABOVE LIMITATION MAY NOT APPLY TO CERTAIN MEMBERS. IN NO EVENT SHALL INTUIT OR ITS SUPPLIERS BE LIABLE FOR ANY AMOUNTS IN EXCESS OF THE FEES PAID BY MEMBER TO INTUIT HEREUNDER FOR ONE MEMBERSHIP PERIOD NOR SHALL INTUIT OR ITS SUPPLIERS BE LIABLE FOR DIRECT, INCIDENTAL, CONSEQUENTIAL, INDIRECT, OR SPECIAL DAMAGES OF ANY NATURE, INCLUDING, WITHOUT LIMITATION, LOST BUSINESS OR PROFITS. THE REMEDIES SET FORTH HEREIN SHALL BE YOUR SOLE AND EXCLUSIVE REMEDIES FOR ANY BREACH OF THESE TERMS AND CONDITIONS.
Unless terminated as provided herein, your membership in the Program ("Membership") shall be effective on the date Intuit accepts your application for Membership ("Effective Date"). You will be notified by email when your application has been accepted by Intuit. Such Membership will automatically expire on each anniversary of the Effective Date unless Intuit receives from you a completed renewal form and the then-current renewal fee. If Intuit fails to send a renewal notice, you are ultimately responsible for the timely renewal of the Membership. In no event shall either party be obligated to renew or extend this Membership.
Either you or Intuit may terminate your Membership at any time, with or without cause, by written notice to the other not less than THIRTY (30) DAYS before the effective date of such notice. To the extent permitted by applicable law, Intuit may terminate your Membership effective immediately and without notice in the event that: (A) you fail to perform any of your obligations under these Terms and Conditions or any written materials provided by Intuit relating to the Program, and such failure or default remains unremedied FIFTEEN (15) DAYS after written notice thereof; (B) Intuit, in its sole discretion, determines that you do not meet the criteria for Membership as determined by Intuit from time to time: (C) you commit a crime or engage in an unlawful business practice; (D) there is any material change or transfer in the management or control of your business operations; or (E) your conduct or proposed conduct exposes or threatens to expose Intuit to any liability or obligation, including any obligations under federal, provincial or local law. You understand that Intuit reserves the right to discontinue your Membership if you give false, inaccurate or incomplete information on the application for Membership, or do not meet the criteria for participation, such criteria to be determined from time to time in Intuit's sole discretion. No refund or partial refund of the Program's annual fee will be made in the event your Membership is discontinued for such reason. You understand that participation in the Program is limited to persons and entities located in Canada and supplying information to customers in Canada.
Upon expiration or termination of your Membership: (A) all privileges and benefits of Membership from the date of termination will be immediately revoked; (B) you shall immediately cease use of the name "QuickBooks Professional Advisor", "ProAdvisor" and any other names associated with Intuit and the Program and otherwise discontinue representing that you are a participant in the Program; (C) you shall promptly return to Intuit all Intuit confidential information or certify to Intuit in writing that you have destroyed such information; (D) Intuit will make no refund or partial refund of the Program's annual fee in the event the Membership is terminated unless (1) you terminate Membership within 60 days after Effective Date, in which case Intuit will refund the entire Membership fee for the then-current one-year Membership period, or (2) Intuit terminates your Membership without cause, in which case Intuit will refund a prorated portion of the annual Membership fee based on the period that Membership was in force.
As a member of the Program, you understand and agree that you are an independent contractor and have no power or authority to bind Intuit. Nothing in this document or the Program application shall be construed as creating any other relationship such as employer-employee, principal-agent or franchisor-franchisee. Your Membership in the Program, including these terms and conditions, shall be governed by and construed in accordance with the laws of the Province of Alberta and the federal laws of Canada applicable therein (without reference to choice of law principles). Any dispute or proceeding with respect to your Membership shall take place in Edmonton, Province of Alberta. You may serve notice or provide information to Intuit by registered or certified Canadian mail, postage prepaid, or by overnight courier, to Intuit Canada Limited, Attn: Legal Department, 7008 Roper Road, Edmonton, AB T6B 3H2. Intuit may serve notice or provide information to you by registered or certified Canadian mail, postage prepaid, overnight courier or e-mail, to your most recent address registered with Intuit.
In the event that any provision of this document shall be held by court of competent jurisdiction to be invalid or unenforceable, the remaining portions thereof shall remain in full force and effect and construed so as to best effectuate the intention of you and Intuit. The waiver of any one default shall not waive subsequent defaults. You may not assign or otherwise transfer any rights, benefits or obligations of Membership to any other person or entity. The Membership application including these additional Terms and Conditions and any written materials provided by Intuit relating to the Program, as the same may be changed from time to time by Intuit, contains all agreements and understandings between you and Intuit with respect to the Program.
It is the express wish of the parties that these Terms and Conditions and all related documents have been 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
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