American Express Connect to QuickBooks Program Terms and Conditions

Last Modified: November 02, 2017 American Express Connect to QuickBooks Program Terms and Conditions PLEASE CAREFULLY REVIEW THE FOLLOWING TERMS AND CONDITIONS (this "Agreement") BEFORE REGISTERING FOR CONNECT TO QUICKBOOKS, OFFERED BY AMERICAN EXPRESS. BY REGISTERING, YOU AUTHORIZE AMERICAN EXPRESS TO CREATE A LINK BETWEEN YOUR AMERICAN EXPRESS ONLINE ACCOUNT AND YOUR INTUIT QUICKBOOKS ONLINE ACCOUNT (the "Link"), WHICH WILL ENABLE YOU OR YOUR AUTHORIZED ACCOUNT MANAGER TO (1) EXPORT CERTAIN TRANSACTION INFORMATION FROM YOUR AMERICAN EXPRESS ONLINE ACCOUNT INTO YOUR QUICKBOOKS ONLINE ACCOUNT AND (2) IMPORT ACCOUNT INFORMATION FROM YOUR QUICKBOOKS ONLINE ACCOUNT INTO YOUR AMERICAN EXPRESS ONLINE ACCOUNT (the "Program"). BY REGISTERING FOR ANY PART OF THE PROGRAM AND LINKING YOUR QUICKBOOKS ONLINE ACCOUNT AND YOUR AMERICAN EXPRESS ONLINE ACCOUNT, YOU ARE AGREEING TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT AND ARE ENTERING INTO A LEGALLY BINDING AGREEMENT WITH AMERICAN EXPRESS TRAVEL RELATED SERVICES COMPANY, INC. AND ITS AFFILIATES (collectively, "American Express", "we" or "us"). IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MUST NOT REGISTER FOR THE PROGRAM. THE PROGRAM IS INTENDED TO BE PROVIDED ONLY TO ELIGIBLE CARD MEMBERS (AS DEFINED IN THIS AGREEMENT), WHO AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT AND HAVE COMPLETED REGISTRATION FOR THE PROGRAM. Table of Contents Eligibility and Registration How the Program Works Information We Collect and How We Use It Availability/Interruption; Termination Fraud and Security Changes to this Agreement Limitations on Liability No Amendment of Existing Terms and Conditions For Cards Your Use of Intuit or Other Products/Services No Warranty Indemnification Governing Law Alternative Dispute Resolution Assignment Entire Agreement A. Eligibility and Registration Eligibility. To participate in the Program, you must be 18 years of age or older, have the power, authority and capacity to enter into this Agreement and be either a valid Card Member or an Authorized Account Manager of an Eligible Card Account (as defined below) registered for an 02-Nov-2017 AXP Internal Page 1 of 8

American Express online account. An "Eligible Card Account" is a valid American Express Business Card from American Express OPEN account issued in the U.S. by American Express Bank, FSB. To be able to register for the Program and create a Link, you must have an active subscription to QuickBooks Online. A Card Member or Authorized Account Manager that satisfies all of the preceding requirements is referred to in this Agreement as an "Eligible Card Member." An Eligible Card Account that you register for the Program is referred to as the "Registered Card Account" and the Card is a "Registered Card". Registration. To register, you must visit the American Express Connect to QuickBooks page located on your American Express online account and follow the instructions on the registration page. If you have any problems with your registration, please contact Customer Service by calling the number on the back of the eligible Card you wish to register. When you register to create a Link from your American Express online account to your QuickBooks Online account, Categories that are in your QuickBooks Online account will be imported to your American Express online account. Categories means the lists and Chart of Accounts that are in your QuickBooks Online account, for example, Expense Category, Customer:Job, and Class. By registering for the Program, you consent that we may import the Categories to your American Express online account. B. How the Program Works Connect to QuickBooks enables Eligible Card Members that are enrolled in Connect to QuickBooks to send transaction information about transactions made on Registered Card Account(s) from their American Express online account to their linked QuickBooks Online account. When Eligible Card Members register for Connect to QuickBooks, during the registration process, they will be directed to the Intuit site where you will authorize Intuit to share your data with American Express. If you enroll in Connect to QuickBooks, American Express will automatically, and on a daily basis, export transaction information for all transactions made on your Registered Card Account(s) from your American Express online account to your QuickBooks Online account Banking Page. Transaction information that we export to your QuickBooks Online account will appear in the destination account (credit card account) that you identify with a Registered Card Account during registration. Transaction information that we will export to your QuickBooks Online account will include (i) the date the transaction was charged to the Registered Card Account, (ii) the merchant name, (iii) the transaction amount, (iv) Extended Transaction Details that may be identified in your American Express online account; and (v) if a receipt is attached to a transaction in your American Express online account, the receipt image. If there are Employee Card Members on your Registered Card Account, American Express will also automatically, and on a daily basis, export transaction information for all transactions made on your Employees Registered Card Account(s) from your American Express online account to your QuickBooks Online account Banking Page. 02-Nov-2017 AXP Internal Page 2 of 8

By initiating the export of the transaction information, you consent to, and authorize us to, export the transaction information to your QuickBooks Online account. After transaction information is exported from your American Express online account to your QuickBooks Online account, any changes to how you label the transaction information or otherwise use that transaction information (including deleting transaction information from your QuickBooks Online Account) must be made in your QuickBooks Online account. All transaction information for your Registered Card Account exported from your American Express online account and imported into your QuickBooks Online account is subject to, and will be treated by Intuit in accordance with, the terms and conditions of the agreement between you and Intuit governing your use of QuickBooks and Intuit s practices and policies, including, without limitation, with respect to privacy and data security. C. Information We Collect and How We Use It We use the information you provide to us, such as your American Express online account credentials, to authenticate your identity and to create the Link to participate in the Program. Once the Link is created, American Express may collect and use information from your QuickBooks Online account, which may include personally identifiable information and transaction data, to further develop features and services related to the Program and otherwise in accordance with the American Express privacy policy. You also agree that we may collect and use QuickBooks data, including technical data and related information that is gathered periodically, to facilitate the provision of updates to the Link or services related to the Program. Any information we collect from you or import from your QuickBooks Online account shall be governed by the American Express Online Privacy Statement <Link to: https://www.americanexpress.com/privacy>. When you authorize us to create the Link, you understand that Intuit and developers on the Intuit Partner Platform whose products or software applications you link to your QuickBooks Online Account may view any information that is exported from your American Express online account to the QuickBooks Online Account. Once this information is transferred into the QuickBooks Online account, it is subject to Intuit s then current privacy and data security policies, practices and procedures, which are different than those of American Express, a financial institution. D. Availability/Interruption; Termination You (and not American Express) are responsible for, without limitation, obtaining and maintaining all telecommunications, broadband, Equipment, and services needed to participate in the Program including, without limitation, a QuickBooks Operating Program. "Equipment" means the hardware and active internet connection through which you access, or attempt to access, the Program and/or a Link. "System" means the software owned or operated by American Express, an Internet Service Provider ("ISP") or any third-party service provider engaged by American Express to facilitate or administer the Program ("Service Provider"). American Express reserves the right to suspend, limit, remove, disable, cancel or terminate your participation in the Program and/or a Link if any fraud, technical failures or any other factor impairs the integrity or proper functioning of the Program and/or a Link as determined by American Express at any time and in its sole discretion. American Express also reserves the 02-Nov-2017 AXP Internal Page 3 of 8

right to terminate the Program, and any Link, at any time for any reason at its sole discretion. American Express is not responsible for any computer virus or damage caused to Equipment by accessing the Program or enabling or accessing a Link. The license granted hereunder is effective until terminated by you or American Express. Your rights granted hereunder will terminate automatically without notice from American Express if you fail to comply with any term(s) contained herein. Upon termination of the license, you must cease all use of the Program and delete any Links. American Express reserves the right to interrupt, restrict, disqualify or terminate the Link or your eligibility to participate in the Program without cause and without notice to you. You may withdraw your participation in Connect to QuickBooks by going to the dashboard screen located on your American Express online account and completing the steps for deleting the Link For assistance, contact Customer Service by calling the number on the back of the Registered Card for which you wish to delete the Link. E. Fraud and Security American Express reserves the right to suspend, limit, interrupt, restrict, disqualify or terminate your eligibility to participate in the Program without cause and without notice to you. You agree to immediately notify us if you suspect fraudulent or abusive activity. If you so notify us or we otherwise suspect fraudulent or abusive activity, you agree to cooperate with us in any fraud investigation and to use any fraud prevention measures we prescribe. Your failure to cooperate or to use such measures will result in your liability for all fraudulent usage or abusive activity associated with the Equipment or your Registered Card Account(s). American Express reserves the right, at its sole discretion, to disqualify any individual suspected of tampering with any aspect of the Program, a Link or any other services made available by American Express. American Express also reserves the right, at its sole discretion, to disqualify any individual that it believes may tamper with either the Program or a Link, or that it believes to be acting in any manner deemed by American Express in its sole discretion to be improper or disruptive or with intent to annoy, abuse, threaten, or harass any other person. Examples of the forgoing include: modifying, creating derivative works of, adapting, translating, reverse engineering, decompiling, or disassembling any portion of any source code or software available for download through the Program or a Link; removing any copyright, trademark, patent or other proprietary rights notice on any content available through the Program or a Link or on any downloaded copy; interfering with or disrupting the operation of the Program, or the servers or networks (whether those of American Express or a third party) that provide the Program or a Link. CAUTION: ANY ATTEMPT BY A USER OR ANY OTHER INDIVIDUAL TO DELIBERATELY DAMAGE ANY WEBSITE OR UNDERMINE THE LEGITIMATE OPERATION OF THE PROGRAM IS A VIOLATION OF CRIMINAL AND CIVIL LAWS AND, SHOULD SUCH AN ATTEMPT BE MADE, AMERICAN EXPRESS RESERVES THE RIGHT TO SEEK DAMAGES AND COSTS (INCLUDING, WITHOUT LIMITATION, ATTORNEYS' FEES) FROM ANY SUCH PERSON TO THE FULLEST EXTENT PERMITTED BY LAW. F. Changes to this Agreement 02-Nov-2017 AXP Internal Page 4 of 8

We may change, supplement or modify this Agreement from time to time by posting notice of such change or modification on your American Express online account. Upon modification, we will update the date indicated after "Last Modified" at the beginning of this Agreement. If you do not agree with the current or modified Agreement, however, you must not participate in the Program. You may withdraw your participation in the Program by deleting the Link (please see Section A (3) for instructions on deleting a Link). Your participation in the Program following the effective date of such change constitutes your agreement to be bound by this Agreement as modified and its applicability to you. G. Limitations on Liability TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL AMERICAN EXPRESS BE LIABLE FOR PERSONAL INJURY, OR ANY INCIDENTAL, SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO THESE TERMS, YOUR USE OR INABILITY TO USE THE PROGRAM, ANY LINK OR SERVICES, HOWEVER CAUSED, WHETHER UNDER A THEORY OF CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR OTHERWISE, EVEN IF AMERICAN EXPRESS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. This paragraph G shall survive termination of this Agreement. H. No Amendment of Existing Terms and Conditions For Cards THE TERMS AND CONDITIONS OF THIS AGREEMENT DO NOT AMEND, SUPPLEMENT, CHANGE OR REPLACE ANY OTHER NOTICE OR INFORMATION THAT YOU MAY RECEIVE IN CONNECTION WITH YOUR ELIGIBLE CARD ACCOUNT, INCLUDING, BUT NOT LIMITED TO, ANY INFORMATION PROVIDED TO YOU ON YOUR PERIODIC STATEMENT OR THE AGREEMENT GOVERNING YOUR ELIGIBLE CARD ACCOUNT ("CARDMEMBER AGREEMENT"). IF YOU HAVE ANY QUESTIONS OR CONCERNS ABOUT YOUR ELIGIBLE CARD ACCOUNT, INCLUDING ITS STATUS, YOU SHOULD CALL THE NUMBER PROVIDED ON THE BACK OF YOUR CARD. I. Your Use of Intuit or Other Products/Services You acknowledge that all access or use of Intuit s website, products and/or services will be subject to Intuit s then current terms, data privacy and security provisions and practices, and those provisions and practices may differ from those provided to you through American Express. American Express is not responsible for the accuracy, legality, appropriateness or any other aspect of the content or function of Intuit s or any third party s products or services. J. No Warranty 02-Nov-2017 AXP Internal Page 5 of 8

YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOUR ACCESS TO AND REGISTRATION FOR THE PROGRAM AND ANY USE OF ANY LINKS ARE AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE AND ACCURACY IS WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PROGRAM, ANY LINKS AND ANY RELATED SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND AMERICAN EXPRESS HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE PROGRAM, A LINK AND RELATED SERVICES, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED RIGHT OF QUIET ENJOYMENT AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. AMERICAN EXPRESS DOES NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE PROGRAM, THAT THE FUNCTIONS CONTAINED IN, OR SERVICES PERFORMED OR PROVIDED BY, THE PROGRAM WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE PROGRAM WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE PROGRAM OR SERVICES WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY A PROVIDER OR ITS AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. SHOULD THE PROGRAM OR RELATED SERVICES PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION. ACCESS AND USE OF THE PROGRAM AND RELATED SERVICES OCCURS ACROSS THE NETWORKS OF A NUMBER OF WIRELESS SERVICE PROVIDERS. AMERICAN EXPRESS DOES NOT OPERATE THESE NETWORKS AND HAS NO CONTROL OVER THE OPERATIONS OF THE WIRELESS SERVICE PROVIDERS. WE WILL NOT BE LIABLE TO YOU IF CIRCUMSTANCES INTERRUPT, PREVENT OR OTHERWISE AFFECT THE TRANSMISSION, COMMUNICATION, OR OTHERWISE INTERFERE WITH THE INTEGRITY THEREOF, INCLUDING WITHOUT LIMITATION, UNAVAILABILITY OF WIRELESS SERVICE, COMMUNICATIONS, NETWORK DELAYS, LIMITATIONS ON WIRELESS COVERAGE, SYSTEM OUTAGES, OR INTERRUPTION. AMERICAN EXPRESS DISCLAIMS ANY RESPONSIBILITY FOR ANY WIRELESS SERVICE USED TO ACCESS THE PROGRAM AND RELATED SERVICES. USE OF THE PROGRAM AND/OR RELATED SERVICES WILL INVOLVE THE ELECTRONIC TRANSMISSION OF PERSONAL FINANCIAL INFORMATION ACROSS THE NETWORK OF WIRELESS SERVICE PROVIDERS. BECAUSE WE DO NOT OPERATE OR CONTROL THE WIRELESS NETWORKS USED TO ACCESS THE PROGRAM AND/OR RELATED SERVICES, WE CANNOT GUARANTEE THE PRIVACY OR SECURITY OF WIRELESS DATA TRANSMISSIONS. ADDITIONALLY, THE WIRELESS DEVICE BROWSER IS GENERALLY PRE-CONFIGURED BY YOUR WIRELESS INTERNET SERIVCE PROVIDER. CHECK WITH YOUR SERVICE PROVIDER FOR INFORMATION ABOUT THEIR PRIVACY AND SECURITY PRACTICES. FOR PERSONAL OR CONFIDENTIAL INFORMATION SENT TO OR FROM AMERICAN EXPRESS OVER THE INTERNET FROM A MOBILE PHONE, WE REQUIRE THAT A "SECURE SESSION" BE ESTABLISHED USING TRANSPORTATION LAYER SECURITY. AMERICAN EXPRESS WILL TREAT YOUR DATA IN ACCORDANCE WITH THE AMERICAN EXPRESS PRIVACY STATEMENT. AMERICAN EXPRESS DOES NOT CHARGE FOR USE OR ACCESS TO THE PROGRAM OR RELATED SERVICES OF ANY KIND ARISING OUT OF THIS AGREEMENT OR IN ANY WAY RELATED TO YOUR USE OR INABILITY TO USE THE PROGRAM HOWEVER CAUSED. American Express, its agencies, Service Providers, and ISPs are not responsible for: (1) any incorrect or inaccurate information, whether caused by Card Members, printing, typographical or other errors; (2) any transmission delays, interruptions, omissions, deletions, defects, delays or failures of any kind, including, but 02-Nov-2017 AXP Internal Page 6 of 8

not limited to, system malfunctions, performance degradation, service interruptions, or disconnections or disruption in phone lines, network hardware or software or Internet connectivity; or (3) computer, mechanical, technical, printing, typographical, technical or nontechnical, or human or other errors or omissions which may occur in connection with the Program. This paragraph J shall survive termination of this Agreement. K. Indemnification You shall indemnify and hold American Express, its licensors, sponsors, agencies and its parents, subsidiaries, affiliates, officers and employees, harmless from any claim or demand, including reasonable attorneys fees, made by any third party due to or arising out of (i) your improper use of the Program or a Link, (ii) any breach of the terms and conditions set forth in this Agreement by you or other users of the Program using your credentials, or (iii) any use of QuickBooks or the QuickBooks credentials not in accordance with this Agreement. You must use your best efforts to cooperate with us in the defense of any such claim. We reserve the right, at our own expense, to employ separate counsel and assume the exclusive defense and control of any such matter subject to indemnification by you. This paragraph K shall survive termination of this Agreement. L. Governing Law This Agreement shall be governed by and interpreted under the laws of the State of New York, U.S.A. without regard to its conflicts of laws provisions. This paragraph L shall survive termination of this Agreement. M. Alternative Dispute Resolution Any current or future claim, dispute or controversy relating to the Offer(s) or this Agreement (a "claim") shall be governed by the Claims Resolution section of your Card member Agreement, which includes an arbitration provision and which you can access here <Link to: http://www.americanexpress.com/us/content/cardmember-agreements/allus.html?source=footer_card_agreements&inav=footer_card_agreements>. This paragraph M shall survive termination of the Agreement. N. Assignment We may assign or delegate all or part of American Express rights or duties under this Agreement without such assignment or delegation being considered a change to this Agreement and without notice to you. You may not assign this Agreement, or delegate any of your duties hereunder, without American Express prior written consent, and any assignment or delegation by you in breach of the terms hereof shall be null and void ab initio. 02-Nov-2017 AXP Internal Page 7 of 8

O. Entire Agreement This Agreement represents the entire understanding between you and American Express with respect to the Program, and may only be amended as described in this Agreement. No waiver by us of any breach of any term or condition of this Agreement will constitute a waiver of, or consent to, any subsequent breach of the same or any other term or condition of this Agreement. If any part of this Agreement is found to be void and unenforceable, it will not affect the validity of the balance of the Agreement, which shall remain valid and enforceable according to its terms. The failure to enforce any term of this Agreement on one occasion shall not prevent enforcement on any other occasion or the enforcement of any other term. Headings and captions shall not be considered included for purposes of interpretation or application hereof, but are for convenience only. 02-Nov-2017 AXP Internal Page 8 of 8