Minding My Books Partner Program Agreement

The Minding My Books Partner Program Agreement ("Agreement") outlines the terms and conditions of the Minding My Books Partner Program ("MMB Program") offered by Northern Michigan Accounting, LLC dba Minding My Books ("MMB"). By clicking "Accept" at the end of the Partner Application Form or through any other method provided by MMB, you ("MMB Partner" or "Affiliate") agree to the terms of this Agreement.

Your participation in the MMB Program will be at a membership level defined in the Member Guide, which details specific benefits and requirements. Please review this Agreement carefully before accepting.

Exhibit A

Northern Michigan Accounting, LLC (MMB)

Minding My Books Partner Program – Terms and Conditions

This document outlines the Terms and Conditions governing the Minding My Books Partner Program ("MMB Program") by Northern Michigan Accounting, LLC (MMB). These terms define the rights, responsibilities, and guidelines for MMB Partners participating in the program.

1. Program Description

The Minding My Books Partner Program (MMB Program) provides an overview of partnership benefits and guidelines as outlined in the Member Guide, made available by Northern Michigan Accounting, LLC (MMB) to its partners (Affiliates). Participation in the MMB Program is subject to the Terms And Conditions specified below.

2. License Grant; Distribution of Products

MMB Program participation grants Minding My Books (MMB) a non-exclusive, non-transferable license to distribute Intuit Products, licenses, and authorized media (if applicable) to customers within the United States (or any other authorized territory as approved by Intuit in writing). This distribution must comply with the Agreement, these Terms and Conditions, the Member Guide, and applicable End User License Agreements (EULAs).

(i) Intuit Products refer to Intuit-specified software, licenses, and associated documentation, including applicable EULAs, which are incorporated into this Agreement by reference.

(ii) Additional Intuit-branded physical or tangible products made available to MMB under this Agreement.

MMB acknowledges that desktop software distribution is strictly license-based and does not include sale, resale, or ownership rights. Physical or tangible products, however, may be distributed through resale, including ownership rights. Any media containing Intuit software is for distribution purposes only and does not grant any rights of sale, resale, or ownership of the software itself. MMB, Affiliates, and end users shall not acquire any ownership rights in Intuit Products under any circumstances.

3. Pricing

3.1 Prices

Intuit will supply Intuit Products to MMB at the then-current Product Pricing, as referenced in the online portal website, or which may be provided by other means, depending on your level of participation in the MMB Program. Intuit is free to unilaterally determine the prices at which it offers Intuit Products to its end-user customers unless otherwise agreed between Intuit in writing.

3.2 Taxes

All prices here are exclusive of Taxes. Affiliate shall pay all applicable taxes. A resale certificate is required to exempt a sale from any such taxes. During the term of the Agreement, if requested by Intuit, Affiliate shall furnish MMB with Affiliate's current, valid resale certificate, and any updates thereto, prior to ordering. Affiliate shall indemnify, reimburse, and hold Intuit & MMB harmless from any or all expenses or costs incurred by Intuit or MMB in the event Affiliate provides no such certificate or if the information set forth by Affiliate on such certificate is incorrect or invalid.

4. Orders and Delivery

4.1 Delivery and Freight

Intuit shall determine the method of Intuit Product delivery in its sole discretion. Software may be delivered by disc or tangible media, distributed electronically, or made accessible from the Web. Intuit shall make reasonable efforts to deliver Intuit Products to Affiliate within ten (10) days of the date of Affiliate's order.
Physical Products shall be shipped F.O.B. Intuit. MMB shall have no liability to Affiliate or any third party for any damages, direct, consequential, special, or otherwise, resulting from failure to deliver the Intuit Products or from any delay in such delivery.

4.2 Title, Risk of Loss or Damage

The Affiliate assumes ownership only for the risk of loss and damage. It takes on all risks of loss or damage to physical products, storage media, packaging containing physical products, and unactivated licenses upon delivery to a common carrier of Intuit’s choice.

5. Payment Terms and Conditions

5.1 Product Payments

Payment to Intuit shall be made in U.S. dollars by credit card or electronic check only. The total amount due will be invoiced upon shipment of the Intuit Product. Immediate payment via credit card or electronic check is payable upon order with shipment pending receipt of such payment. Affiliate agrees that no deductions of any kind may be made unless approved in writing by an authorized representative of Intuit.

5.2 Non-Product Payments

Any amount owed by Affiliate to Intuit under this Agreement other than as outlined in Section 5.1 shall be made in U.S. dollars and payable immediately upon receipt of invoice.

6. Product Return Policy

6.1 Return Obligation

Affiliate agrees to accept the return of any Intuit Product from an end user due to the end user’s failure to agree to the terms of the EULA accompanying such Product or according to any Intuit Product Satisfaction Guarantee, as described in such EULA or elsewhere. Affiliate may, at Affiliate’s sole cost and expense, return current version license and media (if any) of such Products to Intuit or Intuit’s designated agent for credit, provided Affiliate is in full compliance with this Agreement. From Intuit, a valid return material authorization (“RMA”) has been obtained. All returns must comply with the terms of the RMA. All Products returned to Intuit without a valid RMA shall be returned to Affiliate at Affiliate’s sole liability and expense.

6.2 Reimbursement

Suppose Intuit handles the return of any Intuit Product. In that case, the Affiliate shall reimburse Intuit for the difference between the amount the Affiliate paid to Intuit for the Intuit Product and what Intuit refunds to the end user for the returned Product.

7. Dispute Resolution

All disputes concerning (i) invoices or (ii) the proper application of credits hereunder, shall be raised within sixty (60) days from the date on which the event giving rise to such dispute is alleged to have occurred.
Any disputes concerning the shipment or receipt of Intuit Products shall be raised within thirty (30) days from the date on which the event giving rise to the dispute is alleged to have occurred.
Any dispute not raised within the stated periods shall be deemed to be waived, notwithstanding any different or contrary period outlined in the substantive law or statute(s) of limitation that would otherwise apply to such a transaction.

8. Licensing and Resale Criteria; Resale Certificate; Conduct of Business; Right to Inspect; Idea Submissions; Authorization

8.1 Criteria for Intuit Software Licensing and Resale of Desktop or Tangible Products

Affiliate agrees that when licensing Intuit software or reselling accompanying media or other tangible products, it shall comply with the following terms and conditions:

8.1.1 Installation within fifteen (15) Days.

The Affiliate agrees to ensure that all Intuit software under the Affiliate Program is installed at an end user site within thirty (30) days from the date it is delivered to the Affiliate via disc or tangible media, distributed through electronic means, or made accessible from the Web. If the customer cannot accommodate product installation within fifteen (15) days, the Affiliate must inform the customer that the start date for any Intuit support or professional services plan begins on the software order date.

8.1.2 Registration within sixty (60) Days

Affiliate agrees and shall ensure that all product software provided by the Affiliate is registered with Intuit within sixty (60) days from the date the Affiliate places the product order with Intuit.

8.1.3 Tracking

Upon request by Intuit, the Affiliate shall provide Intuit with a copy of the dated receipt for each of the Affiliate distributions of Intuit Products to customers itemizing and specifying the price at which Intuit the Products were licensed or distributed.

8.2 Resale Certificate

In compliance with sales and use tax laws, Affiliate shall provide Intuit with a signed resale certificate with (I) Affiliate’s State Sales Tax Permit Number to certify that all Products have been acquired for resale of licenses to end users and (ii) Affiliate ship-to address.

8.3 Conduct of Business

Affiliate agrees:

8.3.1 To conduct business and provide services in a manner that reflects favorably at all times on the products, services, goodwill, and reputation of Intuit;

8.3.2 To conduct business and provide services in full compliance with all applicable laws and regulations;

8.3.3 To conduct business and provide services in full compliance with all agreements you may have with Intuit, including but not limited to the related Product license agreement(s);

8.3.4 Not engage in deceptive, misleading, or unethical practices

8.3.5 Not to make any statements, representations, warranties, or guarantees that are inconsistent with this Agreement, the Member Guide, or the policies established by Intuit;

8.3.6 To provide support and services of the highest quality and integrity; and

8.3.7 To use best efforts to resolve any complaints or disputes with end users regarding Affiliate services under the Affiliate Program in a fair and timely manner. Affiliate agrees not to use or display any materials or content on Affiliate’s Website(s) in a manner that is defamatory, misleading, libelous, obscene, or otherwise potentially damaging to the reputation of Intuit or the goodwill associated with Intuit.

8.4 Right to Inspect

Intuit shall have the right to inspect the Affiliate’s records related to the provision of support and services under this Agreement, the Affiliate’s business premises, and all Affiliate Program-related material to ensure the Affiliate’s full compliance with the terms and conditions of this Agreement. Upon reasonable notice from Intuit Affiliate shall cooperate fully and shall provide Intuit prompt access to all requested materials and Affiliate’s business premises to allow Intuit to exercise its right to inspect. Upon request by Intuit, QuickBooks Solutions Provider shall provide governmentally issued identification and/or business registration information, as applicable, for QuickBooks Solutions Provider and any of its Affiliates, agents, subcontractors, and employees involved in the performance of this Agreement.

8.5 Idea Submissions

By submitting ideas, suggestions, proposed business plans, or any other material to MMB regarding the Intuit Products or any related processes, services, plans, documentation, or other MMB-owned materials, Affiliate agrees that MMB will treat such submissions as non-confidential, that MMB can use such submissions and any or all of the information contained therein without compensation to Affiliate or any other person or entity, and that MMB may have already developed, and is not restricted from developing, products, services or plans similar to or competitive with any described in such submissions from Affiliate.

8.6 Authorization

Affiliate hereby authorizes MMB and third parties authorized by MMB to disclose and/or publish information regarding MMB’s name, address, and other contact information, expertise profile, and business profile in printed and/or electronic forms in any medium.

9. Term and Termination

9.1 Term

Unless terminated earlier as provided herein, this Agreement shall have an initial term beginning upon the acceptance as indicated by the click of the “ACCEPT” button or other MMB-approved means (the “Effective Date”) and ending the July 31 immediately following. The Agreement shall be automatically renewed on August 1 of each year for successive one-year terms provided that the Affiliate is in full compliance with the terms of the Agreement and provides to MMB all requested updates to the MMB Solution Provider documentation, as described in the Member Guide, that MMB requests.

9.2 Termination

9.2.1 MMB may terminate this Agreement immediately and without further notice in the event that: (i) Affiliate fails to perform any of obligations under this Agreement or is otherwise in default hereunder and such failure or default remains unremedied for fifteen (15) days after written notice thereof; (ii) MMB, in its sole discretion, determines that Affiliate does not meet the Affiliate Program criteria for participants; or (iii) any conduct or proposed conduct of Affiliate exposes or threatens to expose MMB to any liability or obligation, including any obligation under federal, state or local law.

9.2.2 Either party may terminate this Agreement upon notification to the other party. Termination shall be effective upon thirty (30) days of notification by either party.

9.3 Effect of Termination

Upon expiration or termination of this Agreement, regardless of the reason therefor: (i) all privileges and benefits of the Affiliate Program will be immediately revoked; (ii) Affiliate shall immediately cease use of all Intuit trademarks, tradenames, copyrights, and all Affiliate Program material, including Approved Materials and product box images (the “Intuit Images”), as those terms may be further defined in the Trademark Usage Guidelines and the Member Guide; (iii) Affiliate shall promptly return to Intuit, all Intuit confidential information or certify in writing that it has destroyed such information; (iv) all rights and licenses granted under this Agreement will immediately and automatically terminate; and (v) Affiliate will immediately discontinue representing that Affiliate is an Affiliate Program participant.

10. Third-Party Products and Liability

10.1 Third-Party Products and Services

Third-party products and services may be offered with Intuit Products and this Affiliate Program. The Affiliate must review and comply with their terms. MMB is not responsible for third-party performance, and the Affiliate agrees to indemnify MMB against claims related to such use.

10.2 Indemnification of Affiliate

Intuit will indemnify the Affiliate against third-party claims solely based on allegations of intellectual property infringement, provided the Affiliate promptly notifies Intuit, grants full control over the defense, and cooperates fully.

10.3 Indemnification of MMB

Except as stated in 10.2, MMB is not liable for claims related to the Affiliate or its clients. The Affiliate agrees to indemnify and defend MMB, its Affiliates, and employees against any claims or legal expenses.

10.4 Disclaimers

Defective Intuit products may be returnable with proof of purchase, but Intuit provides no warranties for the Affiliate Program or its products, which are offered "as is" without guarantees.

10.5 Limitations of Liability

MMB is not liable for special, consequential, or incidental damages related to this Agreement, the Affiliate Program, or its products, including lost profits, data loss, or third-party costs.

11. Trademarks, Trade Names And Copyrights

Affiliate must ensure all marketing materials align with these Trademark Usage Guidelines to provide customers with a clear understanding of the relationship between Affiliate and MMB and maintain consistent messaging about MMB Products.

11.1 License to Use Intuit Marks

During this Agreement, Intuit grants Affiliate a limited, non-exclusive, revocable license to use Intuit trademarks, logos, and images provided by Intuit for marketing Intuit Products.

11.2 Trademark and Copyright Notices

Affiliate must include all required trademark, copyright, and other notices on materials referencing Intuit Products. Altering, obscuring, or removing these notices is prohibited.

11.3 No Ownership Rights

Affiliate has no ownership rights over Intuit Marks or Images and may only use them for marketing Intuit Products during the Agreement term.

11.4 Ceasing Use After Termination

Upon termination, Affiliate must immediately stop using, advertising, or displaying Intuit Marks, Images, or any similar identifiers.

11.5 Misuse and Compliance

Intuit may object to improper use of its trademarks and take action, including terminating the Agreement. Affiliate must cooperate in protecting Intuit’s intellectual property and report any violations.

11.6 Use of Intuit Images

Affiliate may use only Intuit-supplied product images, with resizing allowed only in exact proportion.

11.7 Promoting Affiliate Membership

Upon joining the Affiliate Program, Affiliate may inform clients and prospects of its membership, following the Agreement and Trademark Guidelines.

11.8 Restrictions on Business Identifiers

Affiliate may not use Intuit Marks in its company name, domain, email, business cards, stationery, or signage.

11.9 Representation as an Independent Entity

Only Intuit may represent itself as “Intuit.” Affiliate cannot use Intuit’s name, trademark, or logo as its own.

11.10 Trademark Symbols and Ownership Legends

Affiliate must use the QuickBooks® trademark with the “®” symbol and include the ownership legend: “QuickBooks is a registered trademark of Intuit Inc.”

11.11 Compliance with Intuit Branding

Intuit may provide guidance on brand compliance. Affiliate cannot claim official endorsement or preference from Intuit.

12. Advertising and Marketing Policies

Affiliate must adhere to Trademark Usage Guidelines described in Section 11 of this Agreement in addition to the current published Advertising and Marketing Guidelines as referenced in the Member Guide.

13. General Terms and Compliance

13.1 Affiliate in Good Standing

Affiliate must always meet the criteria outlined in this Agreement and the Member Guide to remain in good standing. Failure to do so may result in removal from the Affiliate Program at the sole discretion of MMB.

13.2 Minimum Order Requirement

The Affiliate must process at least one QuickBooks order (Software, Subscriptions, Payments, Supplies, and Payroll) each year from the contract date to maintain “active” status.

13.3 Exclusivity

The Affiliate agrees not to work with other partner programs simultaneously. While the Affiliate is not obligated to remain in the MMB Partner Program, the book of business will remain with the QuickBooks Solution Provider that processed the order.

13.4 Non-Transferability

All sales made with MMB are non-transferable. MMB will remain the reseller of record even if the partner relationship is terminated.

13.5 Commission Payout

If the agreement is terminated, the partner will receive any due commissions, but will no longer receive monthly residuals.

13.6 Affiliate Pricing

The Affiliate must adhere to Intuit’s current Minimum Advertised Price (MAP) policy requirements when setting prices.

13.7 Compensation

• 13.7.1 Eligibility for Compensation Orders are eligible for compensation if they (i) are for Intuit products, (ii) are placed through the QSP Partner Portal (or other MMB-approved method), and (iii) include Affiliate’s professional services. Orders placed directly by end-users with Intuit, such as those under the separate QuickBooks Affiliate Program, are not eligible.
• 13.7.2 Compensation Payment Eligible compensation will be paid approximately 60 days following the purchase of the software, minus any fees, returns, or required withholdings.
• 13.7.3 Return Policy Intuit has a 60-day return policy. The Affiliate will be billed for any commissions paid on returned orders according to the Intuit Return Policy.

13.8 Confidentiality

Any confidential information provided by Intuit, such as the Member Guide, must not be disclosed to third parties without permission. Affiliate agrees to take all reasonable precautions to protect Intuit’s confidential information. Unauthorized disclosure may result in irreparable harm to Intuit.

13.9 Assignment

Affiliate may not transfer, sell, or assign this Agreement or any rights hereunder without prior written consent from Intuit and MMB.

13.10 Notices

All notices required under this Agreement must be in writing and will be considered delivered when sent by email or certified mail. Notices will be sent to the addresses provided unless otherwise specified.

13.11 Survival

Any provisions of this Agreement that require performance after termination will remain enforceable after the expiration or termination of the Agreement.

13.12 Entire Agreement

This Agreement, including the Member Guide, constitutes the entire understanding between the parties regarding its subject matter. It supersedes any prior agreements.

13.13 Non-Waiver

Failure to exercise any right under this Agreement does not waive that right or any other provision contained in this Agreement.

13.14 Severability

If any provision of this Agreement is found to be invalid or unenforceable, the rest of the provisions will remain in effect.

13.15 Governing Law and Jurisdiction

The Agreement is governed by the laws of the State of Michigan, and both parties submit to the jurisdiction of the courts in Cheboygan County, Michigan.

13.16 Independent Relationship

This Agreement does not create a joint venture or partnership. Neither party has the authority to make commitments on behalf of the other.

13.17 No Endorsement

MMB does not endorse the products or services offered by the Affiliate.

13.18 Force Majeure

Neither party will be liable for failure to perform due to events outside their control, such as natural disasters or strikes, except for Affiliate’s payment obligations.

13.19 Compliance with Laws

Affiliate agrees to comply with all relevant laws and regulations. The Affiliate is responsible for ensuring that their agents and subcontractors comply with these laws as well.

13.20 Anti-Corruption Laws

Affiliate agrees to comply with anti-corruption laws, including the U.S. Foreign Corrupt Practices Act, and not to offer bribes or inducements to government officials or commercial organizations.

13.21 Review by Legal Counsel

Each party has had the opportunity to review the Agreement with legal counsel, and the rule of construction does not apply to this Agreement.

13.22 No Export

The Affiliate may not export Intuit Products outside of the United States without Intuit’s authorization.

13.23 Supplemental Terms for Specific Products or Services

In addition to the terms of this Agreement, specific supplemental terms apply to certain products or services as specified.

14. Intuit Payment Solutions

As a participant in the Affiliate Program with respect to Intuit Payment Solutions, Affiliate agrees to the following additional terms and conditions.

14.1 Affiliate Responsibilities

Affiliate will promote and recommend Intuit Payment Solutions (“IPS”) services to prospective merchants that meet IPS’ current processing requirements. For purposes of this Agreement, such prospective merchants will be referenced as “Referred Merchants.” No minimum marketing activity is required of Affiliate.

IPS Responsibilities

IPS will quote a bankcard discount rate, equipment fees, and other related fees to qualified merchants, and provide reasonable assistance to merchants in completing merchant application and agreement forms. IPS will respond to customer leads promptly, with a goal of responding to customer leads within one (1) business day of the receipt of the lead. IPS will also apprise QuickBooks Solutions Provider of the status of the sales process for Referred Merchants through a monthly sales report. IPS will evaluate each Referred Merchant in accordance with IPS underwriting standards and has complete discretion over the acceptance or rejection of the Referred Merchant’s application. Similarly, IPS acting in its sole discretion may terminate or modify its agreement with any Referred Merchants at any time.

14.2 Fees & Costs

During the term of this Agreement, IPS may, but shall not be required to, pay Affiliate fees as set forth in the Member Guide, as the Member Guide may be amended from time to time in Intuit’s sole and absolute discretion. Each party will bear their own costs and expenses in performing under the Agreement.

14.3 Liability

IPS will contract directly with Referred Merchants for processing services and assumes all credit risk with respect to its relationship with Referred Merchants. IPS will independently and without reliance on Affiliate make its own credit analysis and decisions with respect to each prospective Referred Merchant based upon such documents and information it deems appropriate. Affiliate assumes no liability with respect to the authenticity, validity, accuracy, or completeness of any document or instrument provided by any Referred Merchant. Affiliate will not be responsible for chargeback processing services or losses. Affiliate shall refrain from making any representation or warranty whatsoever concerning the nature of the Referred Merchant’s business or creditworthiness.

14.4 Non-Solicitation of Merchants

The parties agree that during the term of this Agreement and thereafter, without IPS’ prior written consent, Affiliate shall not permit or enable any of its employees, agents, subsidiaries, salespersons, or any other person or entity to solicit or cause any Referred Merchant to terminate its service relationship with IPS.

15. QuickBooks Pro Edition (PC and Mac)

Participants in the Affiliate Program may promote and offer Intuit products and services on their own websites as well as on third-party websites, in accordance with the terms of this Agreement and the Member Guide.