H&R Block® Tax Software License and Tax Program Services Agreement

IMPORTANT INFORMATION - PLEASE READ CAREFULLY

This End-User License Agreement (the "Agreement") is a legally binding contract between HRB Digital LLC, a Delaware limited liability company ("HRB") and you. This Agreement governs your use of the 2009 tax version of the H&R Block® tax software and accompanying documentation as they may be updated from time to time ("Software") and any other related H&R Block online tax program services that you select, pay for and use in connection with the Software, including the Ask a Tax AdvisorSM described below (collectively, “Services”). Be sure that you carefully read and fully understand this Agreement.

YOU AGREE THAT THIS AGREEMENT IS ENFORCEABLE LIKE ANY WRITTEN NEGOTIATED AGREEMENT SIGNED BY YOU. HRB IS WILLING TO LICENSE AND PROVIDE ACCESS TO THE SOFTWARE AND SERVICES ONLY ON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS OF THIS AGREEMENT. YOU ACKNOWLEDGE THAT YOU HAVE READ ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, UNDERSTAND THEM AND AGREE TO BE LEGALLY BOUND BY THEM. IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MAY NOT USE OR ACCESS ANY COMPONENT OF THE SOFTWARE OR SERVICES. BY CLICKING YOUR ACCEPTANCE OF THIS AGREEMENT OR BY ACCESSING, INSTALLING, DOWNLOADING, COPYING OR OTHERWISE USING ANY PARTY OF THE SOFTWARE OR SERVICES, YOU CONSENT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT CONSENT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT ACCESS OR USE ANY PART OF THE SOFTWARE OR SERVICES. YOU MAY RETURN THE SOFTWARE TO THE STORE WHERE YOU PURCHASED IT OR CALL 1-800-HR-BLOCK (1-800-472-5625) FOR OTHER REFUND INSTRUCTIONS.

1. License and Permitted Use. The Software is licensed, not sold. Subject to the terms and conditions of this Agreement, HRB grants to you a limited, non-exclusive, personal, non-transferable right to install, use and access the Software to prepare and electronically file your U.S. federal tax return, prepare and provide information for your state tax returns and, subject to your payment of all applicable license fees, electronically file your state tax returns (“License”). You understand that use of the Software to electronically file your state tax returns may require payment of an additional fee. This License is expressly conditioned on the following: (1) that you only use the Software in the manner permitted by this Agreement and in accordance with the type of Software license that you obtained and for which you have paid all applicable fees; and (2) that you only use the Software in connection with completing and filing your and your immediate family members' own personal tax returns, not to exceed a total of (5) electronic filings. At no time shall you have the Software installed on more than one (1) computer. You may copy the Software for backup and archival purposes only, provided that the original and each copy is kept in your possession or control, and that you installation and use of the Software does not exceed that which is allowed in this Section 1. You may not use the Software in connection with providing tax advice or to provide any other services to any other party. You agree that you shall have sole responsibility and liability for reviewing your federal and state tax returns for accuracy and completeness and for otherwise verifying any results derived from using the Software prior to filing.

2. Upgrades. You must first acquire a valid license to the Software to receive and use any Software upgrades. After you acquire and install any Software upgrade, you only may use the upgraded version of the Software and shall no longer use the prior version of the Software other than for backup or archival purposes if you need to reinstall the Software. You understand and agree that HRB’s representations, warranties, guarantees and obligations under this Agreement shall not apply unless you use the most currently available version of the Software at the time you prepare and file you tax returns.

3. License Restrictions. You may not directly or indirectly: (1) re-distribute, sell, rent, loan, resell or otherwise transfer the Software or any rights in or to the Software to any other person or entity; (2) use the Software in any manner other than its intended manner or for the benefit of any third parties, including by making the Software available on an application service provider, outsourcing or service bureau basis, or on any peer-to-peer or file-sharing service or network, or to perform services for third parties where the Software enables, facilitates or comprises part of such service(s), or by using or accessing the Software to prepare legal documents for any other person, and you agree to indemnify, defend and hold harmless HRB against any losses, liabilities, claims, settlements, costs or expenses, including reasonable attorneys’ fees and enforcement costs, arising out of or relating to any such use or access; (3) duplicate the Software by any means, including electronically; (4) remove any proprietary notice, labels or marks on or in Software; (5) derive or attempt to derive any source code for the Software; or (6) disable or circumvent any access control or related device, process or procedure established with respect to the Software. You are responsible for all use of the Software and for compliance with this Agreement and any breach by you or any user of the Software provided to you shall be your responsibility. HRB reserves all rights not expressly granted to you.

4. Intellectual Property Rights. The Software is protected by United States copyright law and international treaty provisions. Title to the Software and all associated intellectual property rights are owned and shall be retained exclusively by HRB, its affiliates and/or its licensors as applicable. Through your use of the Software, you acquire no ownership interest in the Software or any derivative work or component of the Software. No right, title or interest in or to any trademark, service mark, logo or trade name of HRB or its licensors is granted to you under this Agreement. Unless and to the extent that applicable laws may require otherwise, you may not decompile, disassemble, modify or reverse engineer the Software, or seek to derive the source code from any executable object code provided to you, or modify, translate, or otherwise create derivative works based on the Software or any part thereof. HRB, its affiliates and/or its licensors are the exclusive owners of the copyright for the Software and HRB reserves all rights related to such ownership, including the exclusive right to make derivative works of the Software and to duplicate, distribute, license and sell the Software. You acknowledge that the Software, any enhancements, corrections, upgrades or modifications to the Software (regardless of whether made by HRB, its affiliates, its licensors, you or a third party) and all copyrights, patents, trade secrets, trademarks and other intellectual property rights protecting or pertaining to any aspect of the Software (or any enhancements, corrections, upgrades or modifications) are and shall remain the exclusive property of HRB, its affiliates and/or its licensors as applicable.

6. Electronic Filing. You understand and agree that electronic filing is not available in some states. Some states may require you to electronically file your federal and state tax returns at the same time. You understand and agree that HRB cannot and does not guarantee the performance of the Internet or any third party or third party system or that once transmitted, the applicable Revenue Authority will receive, accept or process your tax return (e.g., due to failures of the Internet or of the Revenue Authority’s computer systems or networks, due to your entering incorrect contact or identifying information, or any other reason beyond HRB’s control). HRB’s sole responsibility with respect to your electronic filing is limited to using commercially reasonable efforts to transmit your tax return electronically to the applicable Revenue Authority if you select, pay for and qualify for electronic filing. Whether you e-file or print and mail your tax returns, you are responsible for verifying that your tax return has been received by the applicable Revenue Authorities and for taking appropriate alternative action if necessary. You also agree to print and retain a copy of your tax returns for your records.

7. Ask a Tax Advisor® Service. The Ask a Tax Advisor® service (“ATA Service”) allows you to select from one or more tax advisors to submit a tax-related question and receive responses from HRB or through the HRB website, telephone or electronic mail. Depending on which Software product you license, additional charges may apply for the ATA Service. In some cases, your question or request (the "ATA Request") may be answered within 24-48 hours by an HRB representative or, depending on the nature of your ATA Request; a response will be researched and provided to you at a later time. In cases where your ATA Request is not answered within 24-48 hours, HRB agrees to use commercially reasonable efforts to provide the ATA Service in a timely manner, provided that you cooperate with HRB as necessary to provide the information requested and that you review information provided or prepared by HRB in a timely manner and reasonably in advance of any applicable tax filing deadlines. You are solely responsible for any telephone, data or other communications charges associated with your use of the ATA Service. HRB reserves the right to terminate your access to the ATA Service for any or no reason. Response times to your ATA Request may vary during times of increased volume of inquiries, as a result of technical problems with HRB’s systems, where you present questions of unusual complexity or detail and where you have not provided all the necessary information to adequately answer a question. For these or other reasons, HRB may not be able to answer a particular ATA Request in a timely manner or at all. Depending on the complexity or nature of an ATA Request, HRB reserves the right to refuse any such ATA Request and refund to you any fee paid by you for the ATA Service. HRB is not providing to you, and the ATA Service provided by HRB herein to you, is not and shall not be deemed nor construed to be legal advice, financial advice or investment recommendations. HRB recommends that you consult with your own legal, financial and/or investment advisors, where appropriate. The response by HRB to your ATA Request may not be a direct or complete answer, but may consist of a reference to applicable Internal Revenue Service ("IRS") regulations that HRB believes are appropriate under the circumstances and in consideration of the information that you have provided. In such case, it is your responsibility to interpret such regulations and their applicability to your particular situation. The ATA Service is limited to United States tax issues and to customers who are eighteen (18) years of age or older. Additionally, the ATA Service does not include solutions to payroll tax questions or questions about the tax law applicable to estates, trusts, corporations, partnerships, gifts and tax exempt organizations. The ATA Service provided by HRB is for your own personal, non-commercial use only. You may not use the information provided by HRB in connection with the ATA Service for any purpose except for the preparation of your own personal, individual tax return. You have sole responsibility and liability for reviewing your federal and state tax returns for accuracy and completeness and for otherwise verifying results derived from using the ATA Service prior to filing.

8. Smart ImportSM - Automatic Importing of Tax Data. HRB may enter into agreements with certain financial institutions that will allow you to electronically import certain Tax Information (e.g. W-2 and 1099 information), as defined in Section 5 above, from such financial institutions directly into the Software. HRB does not represent or guarantee that such automatic importing of certain Tax Information will be available. While the imported Tax Information may be used in connection with the preparation and filing of your tax returns, HRB is not responsible for verifying the accuracy of your Tax Information (whether imported or not) and you understand that it is solely your responsibility to review and confirm the accuracy of your Tax Information prior to filing your tax return. If you elect to use Smart ImportSM, you acknowledge and understand that HRB and its affiliates may have access to the imported Tax Information.

9. Worry-Free Audit Support®. If you successfully file (via e-file or print and mail) your individual state and/or federal income tax return using the Software, you are eligible to receive audit support at no additional charge for your 2009 tax returns. You must retain a copy of your e-file confirmation or a copy of your tax return as proof of your eligibility for audit support. If a Revenue Authority sends a notice to you regarding a return prepared and filed by an HRB or an H&R Block tax professional, promptly call 1-800-HR-BLOCK (1-800-472-5625) and an HRB representative will assist you with responding to the notice and/or offer to provide you with an H&R Block Enrolled Agent to represent you if you are audited. Enrolled Agents do not provide legal representation. You must grant a Power of Attorney to a representative of HRB.

10. Accurate Calculations Guarantee. Subject to the conditions below, HRB agrees to reimburse you, after you pay any Revenue Authority, for the amount of the penalty and interest paid by you in connection with a 2009 tax-year return that you would otherwise not have been required to pay, up to a maximum of ten thousand dollars ($10,000), provided that the penalty and interest were incurred solely and directly as a result of: (1) an arithmetic error made by the Software or (2) incorrect advice provided to you by HRB on HRB’s designated message board in connection with the ATA Service (excluding any communication with you by telephone or otherwise in connection with these services). In either case, HRB only will reimburse you for penalties and/or interest you pay to a Revenue Authority and only for those individual states for which you have paid HRB for use of the state portion of the Software and used such Software to file the state tax returns.

In order to qualify for the reimbursement under this Section 10, all of the following conditions must be met: (1) the penalty and interest is for your individual 2009 tax year return; (2) the penalty and/or interest did not result, in whole or in part, from an incorrect entry of data by you or any third party or data incorrectly imported into the Software from a financial institution or other software (including through Smart ImportSM), your failure to follow Software instructions, your failure to correct and resolve errors identified by the Software, a claim for an improper or unsupportable deduction, a failure to report income, your failure to provide all necessary information to HRB, an incorrect interpretation of the law by you or any other reason outside the control of HRB; (3) you notified HRB at Attn: HRB Digital LLC, Calculations Guarantee Claims, P.O. Box 10435, Kansas City, Missouri 64171-0435 as soon as you learned of the mistake and in no event later than thirty (30) days after the penalty or interest is assessed or received a notice from any Revenue Authority regarding your tax return, whichever is earlier, and you sent HRB complete documentation of the penalty and/or interest, including all correspondence to and from each Revenue Authority, a copy of your tax returns as filed with each Revenue Authority (in paper and electronic format readable by the Software), proof that you paid the penalty and/or interest and any other relevant information HRB reasonably requests; (4) you took any action reasonably requested by HRB, including filing an amended tax return if necessary, to limit any further penalties and interest from accruing; (5) the penalty and interest was for a return filed on or before April 15, 2010, or if the filing date is properly extended, for a filing date that is on or before October 15, 2010. (If you filed your return late, HRB will not pay interest from April 15, 2010 to the date you actually file your return.); (6) you have complied with all terms and conditions of this Agreement, including the license restrictions and you have not intentionally provided any false information in connection with your account registration or tax return; (7) you paid the applicable fees, if any, to HRB for license of the Software and any applicable Services, as applicable, at the time of the initial filing or printing of your tax return; (8) the penalty or interest must not be based upon incorrect advice you receive from HRB that you knew was incorrect at the time you filed your return; and (9) your tax return was prepared using the 2009 tax year version of the Software in accordance with this Agreement and the operating instructions.

In no event will HRB reimburse you for more than an aggregate of ten thousand dollars ($10,000) in interest and penalties owed to any Revenue Authority or Revenue Authorities, as the case may be, based upon all personal tax returns you filed for the 2009 tax year, regardless of whether the tax returns are federal or state returns. THIS SECTION 10 STATES HRB’S ENTIRE OBLIGATION AND LIABILITY, AND YOUR SOLE AND EXCLUSIVE REMEDY, FOR ANY ERRORS IN YOUR RETURN CAUSED BY THE SOFTWARE. The monetary remedies available under this Section 10 shall not be available if you request a refund for any Software pursuant to Section 11, below, of this Agreement. The rights and benefits afforded by this Section 10 are personal to the original licensee of the Software and may not be assigned or otherwise transferred to any other party.

11. 100% Satisfaction Money Back Guarantee. If you are not completely satisfied with the Software, HRB will refund the purchase price, less any applicable shipping, handling and sales tax. To make a claim, call 1-800-HR-BLOCK (1-800-472-5625) or mail the Software, along with a copy of your sales receipt (and any other relevant information reasonably requested by HRB) to ATTN: Refund Claims, HRB Digital LLC, P.O. Box 10435, Kansas City, Missouri 64171-0435 within sixty (60) days of your purchase. This Section 11 does not apply to supplemental products or Services you may have obtained as a result of, or through, your use of the Software. As above, the rights and benefits afforded by this Section 11 are personal to the original user of the Software and may not be assigned or otherwise transferred to any other party.

12. Limited Warranty/Replacement of Defective Media. HRB warrants that the media (if any) on which the Software is provided will be free from defects in materials and workmanship under normal use for a period of ninety (90) days after you first acquire your valid copy of the Software. If you only received the Software electronically (e.g., through a download from an HRB website), HRB’s warranty is that the file containing the Software, properly downloaded, will be executable. If the Software media (or file, as applicable) fails to conform to this warranty, you may, as your sole and exclusive remedy, obtain a replacement free of charge provided that you notify HRB by calling 1-800-HR-BLOCK (1-800-472-5625) within ninety (90) days after you first acquire the Software. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE. The warranty made by HRB may be voided by your abuse or misuse of the Software.

13. Disclaimer of Warranties. OTHER THAN THOSE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, HRB MAKES NO WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SOFTWARE OR ANY SERVICES. WITHOUT LIMITING THE PRECEDING SENTENCE AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE THAT ANY IMPLIED WARRANTIES SUCH AS THE IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE EXCLUDED FROM YOUR ACQUISITION AND USE OF THE SOFTWARE AND ANY SERVICES. HRB DOES NOT WARRANT OR PROMISE THAT THE SOFTWARE OR ANY SERVICES WILL IDENTIFY THE APPROPRIATE DOCUMENTS FOR YOUR NEEDS; THAT THE SOFTWARE IS FREE FROM BUGS OR ERRORS; NOR DOES HRB MAKE ANY OTHER PROMISES ABOUT THE PERFORMANCE, ACCURACY, OR RELIABILITY OF THE SOFTWARE OR ANY SERVICES OR THEIR ABILITY TO MEET YOUR REQUIREMENTS. WHILE HRB IS PROVIDING THE SOFTWARE AND SERVICES AS A GENERAL TOOL TO ASSIST YOU IN PREPARING AND/OR FILING YOUR TAX RETURNS, THE SOFTWARE AND SERVICES DO NOT REPLACE YOUR OBLIGATION TO EXERCISE YOUR INDEPENDENT JUDGMENT IN USING THE SOFTWARE AND SERVICES. YOU ARE SOLELY RESPONSIBLE FOR CORRECTLY INPUTTING YOUR INFORMATION INTO THE SOFTWARE AND FOR VERIFYING ALL OUTPUTS RESULTING FROM YOUR USE OF THE SOFTWARE AND ANY SERVICES. HRB DOES NOT WARRANT ANY PARTICULAR RESULTS THAT YOU MAY OBTAIN IN USING THE SOFTWARE OR ANY SERVICES.

SOME STATES MAY NOT ALLOW EXCLUSIONS OR LIMITATIONS OF IMPLIED WARRANTIES SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU AND, IN SUCH CASE, ANY IMPLIED WARRANTIES ARE LIMITED IN DURATION TO SIXTY (60) DAYS FROM THE DATE YOU FIRST LICENSED THE SOFTWARE. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

YOU ACKNOWLEDGE THAT HRB AND ITS RESPECTIVE LICENSORS, AFFILIATES AND SUBSIDIARIES DO NOT PRACTICE LAW NOR ARE THEY PROVIDING OR RENDERING ANY SUCH LEGAL OR OTHER PROFESSIONAL SERVICES TO YOU WITH REGARD TO THE SOFTWARE. YOU ACKNOWLEDGE AND AGREE THAT THE YOUR USE OF THE SOFTWARE AND ANY H&R BLOCK RELATED ONLINE TAX PROGRAM SERVICES ARE NOT SUBSTITUTES FOR THE ADVICE OF AN ATTORNEY. YOU FURTHER ACKNOWLEDGE AND AGREE THAT LAWS VARY FROM STATE TO STATE AND CHANGE OVER TIME AND THAT THE FINAL DOCUMENTS, FORMS AND LETTERS SHOULD BE REVIEWED BY AN ATTORNEY BEFORE USE.

Where a document is to be negotiated with another party, you should consult an attorney prior to the start of negotiations. You also acknowledge that there are scenarios in which documents generated in connection with your use of the Software may be invalid or unenforceable in a particular state or jurisdiction and if you are unsure whether a particular document, form or letter is valid or enforceable, you should consult an attorney in advance of using or relying upon any such document, form or letter

14. Limitations on Liability and Damages. YOUR EXCLUSIVE REMEDY AND THE ENTIRE LIABILITY OF HRB AND ITS LICENSORS, AFFILIATES AND SUBSIDIARIES WITH RESPECT TO YOUR USE OF THE SOFTWARE AND/OR ANY SERVICES SHALL BE LIMITED TO THE AMOUNT PAID BY YOU TO HRB FOR THE SOFTWARE LICENSE AND ANY FEES FOR ANY SERVICES. IN NO EVENT WILL HRB OR ITS LICENSORS, AFFILIATES OR SUBSIDIARIES BE LIABLE TO YOU, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT OR IN TORT, INCLUDING NEGLIGENCE, FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOST DATA, LOST PROFITS OR BUSINESS, LOSS OF USE, OR FOR ANY CLAIM OR DEMAND AGAINST YOU BY ANY OTHER PARTY, EVEN IF HRB, ITS LICENSORS, AFFILIATES OR SUBSIDIARIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

You agree that HRB and its licensors, subsidiaries and affiliates will not at any time have any additional liability for any claim, cause of action or injury that you or any other person may have as a result of: (1) your use of, or inability to use, the Software or any Services; (2) your use of any documents generated by the Software or any Services; (3) your retention of, or your failure to consult or retain, an attorney with respect to any contract, document or legal matter; (4) connection or toll charges for using the Software or any Services or obtaining updates for the Software or any Services; or (5) any fees, costs or expenses arising out of troubleshooting or technical support for the Software or any Services.

SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

You agree that the essential purposes of this Agreement can be fulfilled even with these limitations on liabilities. You acknowledge that HRB will not be able to offer the Software on an economical basis without these limitations.

15. Consent to Electronic Communications. You consent to HRB providing you in electronic form any information or notices that HRB may be required by law to send to you or that may pertain to the Software or any Services or use of information you may submit in connection with the Software or any Services (collectively “Information”). HRB may provide information to you: (1) via e-mail at the e-mail address you designated to HRB (if any); (2) by access to the HRB website that will generally be designated in advance for such purpose or designated in an e-mail notice to you; or (3) in the course of your use of the Software or any Services including, without limitation, via a screen or page within the Software or via a link from within the Software to a web page containing the Information. In order to use the Software and receive Information electronically as described above, your computer (and its connectivity) must meet or exceed the following system requirements: computer, monitor, internet access, browser compatible Windows Internet Explorer 6.0 or higher, or Macintosh Safari 3.0 or higher, an e-mail address, and the ability to print or download communications.

You may request a paper copy of legally required Information received pursuant to the foregoing consent to electronic communications. HRB must receive your paper copy request within one hundred twenty (120) days from the date that HRB first provided the Information to you. A fifteen dollar ($15) charge will apply to each paper copy of Information requested by you. To request a paper copy of Information, send your request to HRB Digital LLC, Research Team, P.O. Box 10435, Kansas City, MO 64171-0435. If your e-mail address changes, you must notify HRB of such change immediately by signing into the Software and clicking on the link that is titled “Edit or Print Account Information” on the Main Menu and change your e-mail address. If you fail to do so, you understand and agree that any communications sent via e-mail shall nevertheless be deemed to have been provided or made available to you in electronic form. You may withdraw your consent to receive Information by making a request in writing to the following address: HRB Digital LLC, Research Team< &R Block Software Re: Limiting Electronic Communication, P.O. Box 10435, Kansas City, Missouri 64171-0435. Please provide your physical address and email address to request the change. If you choose to withdraw your consent, then you may be unable to access certain features or functionality that would otherwise be made available to you, or we may terminate your license to use the Software. Some notices may be “one-time” notices for which your consent may not practically be withdrawn after receiving the initial electronic notice.

16. Security. You agree to take reasonable security precautions to protect any passwords and user ID associated with your use of the Software. These precautions shall be at least as great as the precautions that you take to protect your own computer equipment and software, but in no event less reasonable and prudent care. You will notify HRB immediately of any unauthorized use of your user ID/name, your password or the Software or any other security breach of which you are aware. It is your sole responsibility to keep your account number, ID/user name, password and other sensitive information confidential. You understand and agree that you are solely responsible for all computer password, data, file and network security, including but not limited to, an active firewall on your computer and/or network connection, anti-virus software and anti-spyware software, necessary to secure and protect any proprietary or confidential information that you provide, store, submit, transmit or disclose directly or indirectly with your use of the Software.

17. Arbitration Provision. HRB and you agree that any claim, dispute or controversy, whether in contract, tort (intentional or otherwise), whether pre-existing, present or future, and including constitutional, statutory, common law, regulatory and equitable claims in any way arising out of or relating to: (1) the Software or any Services; (2) advertisements, promotions, or oral or written statements arising out of or relating to the Software or any Services; (3) the Privacy Policy; or (4) the relationships between HRB and you, including the validity, enforceability or scope of this Agreement or any part hereof (collectively, “Claim"), shall be resolved, upon the election of either HRB or you, by binding arbitration pursuant to this arbitration provision and the applicable rules of American Arbitration Association (“AAA”) or the National Arbitration Forum ("NAF") in effect at the time a Claim is filed. The party initiating the arbitration proceeding shall have the right to select one of these two arbitration administrators. The arbitrator must be a lawyer with more than ten (10) years of legal experience or a retired or former judge. In the event of a conflict between this arbitration provision and the rules of the arbitration administrator, this arbitration provision shall govern. HRB hereby agrees not to invoke its right to arbitrate any individual Claim you may bring in small claims court so long as the Claim is pending only in that court. No class actions or joinder or consolidation of any Claim with other persons are permitted in the arbitration without the written consent of HRB and you. For any Claim you file, you will pay the first $50.00 of the filing fee. At your request, HRB will pay the remainder of the filing fee and any administrative or hearing fees charged by the arbitration administrator, up to $250.00 on any Claim asserted by you in the arbitration. If the arbitrator grants an award in your favor in excess of an amount offered to you by HRB in settlement of your Claim, HRB will reimburse you for any additional fees paid or owed by you to the arbitration administrator up to the amount of the fees that would have been charged if the original Claim had been for the amount of the actual award in your favor. If the arbitrator issues an award in HRB’s favor, you will not be required to reimburse HRB for any fees HRB paid to the arbitration administrator on your behalf or for which you are responsible. Any arbitration hearing that you attend will take place in the federal judicial district in which you live. This arbitration agreement is made pursuant to a transaction involving interstate commerce and shall be governed by the Federal Arbitration Act, 9 U.S.C. §§ 1-16 ("FAA"). The arbitrator shall apply substantive law consistent with (1) the FAA; and (2) except where inconsistent with the FAA, the choice of law provision of Section 21 of this Agreement. The arbitrator's award shall not be subject to appeal, except as permitted by the FAA. Upon request of either party, the arbitrator shall prepare a short, reasoned written opinion supporting the arbitration award. Judgment upon the award may be entered in any court having jurisdiction. Nothing in this arbitration provision shall prevent HRB from seeking or obtaining injunctive relief as a result of a violation or threatened violation of Sections 1 or 3 of this Agreement and any such injunctive action shall not constitute a waiver of the requirement of arbitration for any Claim.

YOU ACKNOWLEDGE THAT YOU HAVE A RIGHT TO LITIGATE CLAIMS IN COURT BEFORE A JUDGE OR JURY, BUT YOU AGREE TO RESOLVE ANY SUCH CLAIMS THROUGH ARBITRATION AND HEREBY KNOWINGLY AND VOLUNTARILY WAIVE YOUR RIGHTS TO LITIGATE SUCH CLAIMS IN COURT BEFORE A JUDGE OR A JURY, UPON ELECTION OF ARBITRATION BY HRB OR BY YOU. YOU ACKNOWLEDGE THAT YOU WILL NOT HAVE THE RIGHT TO PARTICIPATE AS A REPRESENTATIVE OR MEMBER OF ANY CLASS OF CLAIMANTS PERTAINING TO ANY CLAIM SUBJECT TO ARBITRATION, EVEN IF SUCH CLASS ACTION IS PENDING ON THE DATE OF YOUR ACCEPTANCE OF THIS AGREEMENT, EXCEPT THAT THIS ARBITRATION PROVISION WILL NOT PRECLUDE YOUR PARTICIPATION IN A CLASS ACTION THAT HAS ALREADY BEEN CERTIFIED ON THE DATE OF YOUR ACCEPTANCE OF THIS AGREEMENT.

If you have a question about the arbitration administrators mentioned in this Section 17 or if you would like to obtain a copy of their arbitration rules, you can contact the American Arbitration Association at 335 Madison Avenue, New York, NY 10017 and at www.adr.org and the National Arbitration Forum at P.O. Box 50191, Minneapolis, MN 55405 and at www.arb-forum.com, (800) 474-2371. The foregoing information is subject to change.

18. Indemnification. You agree to defend and hold harmless HRB and its successors, assigns, officers, directors, representatives, employees and agents from and against any claim, suit, loss, liability, penalty or damages (including incidental and consequential damages), costs and expenses (including reasonable attorneys’ fees and expenses), arising out of your breach of this Agreement.

19. Export Restriction. The Software is provided solely for lawful, non-commercial purposes and use. You shall be solely responsible for, and agree to comply with, all applicable laws, statutes, ordinances, and other governmental authority, however designated. Without limiting the foregoing, you agree to comply with all U.S. export laws and applicable export laws of your locality (if you are not in the United States), and shall not export the Software or other materials provided by HRB without first obtaining all required authorizations or licenses. The Software, including software documentation, are provided subject to HRB’s standard agreements; products acquired for use within or for any United States federal agency are provided with “LIMITED RIGHTS” and “RESTRICTED RIGHTS” as defined in DFARS 252.227-7013 and FAR 52.227-19.

You acknowledge that any and all software provided with the Software is subject to the U.S. Export Administration Regulations (15 CFR, Chapter VII) and that you must comply with all domestic and international export laws and regulations that apply to such software. These laws include restrictions on destinations, end-users and end-use. You expressly agree that you will not download, transfer, export or re-export this software, directly or indirectly, to: (1) any countries (or citizens, nationals or residents of any countries) that are subject to US export restrictions (including, but not limited to, Cuba, Iran, Iraq, Sudan, Libya, North Korea and Syria); (2) any end-user who has been prohibited from participating in U.S. export transactions by any federal agency of the U.S. government; or (3) any-end user who you know or have reason to know will utilize the Software in the design, development or production of nuclear, chemical or biological weapons. You further acknowledge that the Software may include technical data subject to export and re-export restrictions imposed by U.S. law.

You acknowledge that HRB specifically prohibits the downloading, possession, use or transmission of the Software by any citizen, national, or resident of, or under control of, the government of Cuba, Iran, Iraq, Sudan, Libya, North Korea, Syria or any other country to which the United States has prohibited export, any person or entity listed on the United States Department of Treasury lists of Specially Designated Nationals, Specially Designated Terrorists, and Specially Designated Narcotic Traffickers, or as listed on the United States Department of Commerce Table of Denial Orders.

20. Termination. Without prejudice to any other rights, HRB may immediately terminate this Agreement if you do not abide by its terms and conditions, in which case you must destroy all copies of the Software and certify in writing to HRB of your compliance with this Section 20. All provisions of this Agreement which must survive in order to give effect to its meaning will survive termination or expiration of this Agreement.

21. Other.

(A) Governing Law; Forum. This Agreement shall be governed by the laws of Missouri, without regard to choice of law or conflicts of law provisions. Subject to and without limiting Section 17 of this Agreement, the parties agree that the exclusive jurisdiction of any dispute arising out of, or relating to, this Agreement or any dispute arising out of, or relating to, the Software or Services provided in connection therewith shall be brought in the courts located in the county of Jackson, State of Missouri.

(B) Entire Agreement. This Agreement is the entire and exclusive agreement between the parties with respect to the subject matter hereof, and it supersedes all previous communications, representations or agreements, either oral or written, between them. No representations or statements of any kind made by any representative of HRB or its respective affiliates or subsidiaries, which are not included in this agreement, shall be binding on HRB.

(C) Amendments. Neither party may modify or amend this Agreement except by a writing signed by you and an authorized representative of HRB.

(D) Waiver. No waiver of any provision or condition herein shall be valid unless in writing and signed by you and an authorized representative of HRB. HRB’s failure to insist upon or enforce strict performance of any provision of this Agreement or any right shall not be construed as a waiver of any such provision or right.

(E) Severability. If any provision of this Agreement is determined to be illegal or unenforceable, such provision shall be automatically reformed and construed so as to be valid, operative and enforceable to the maximum extent permitted by law or equity while preserving its original intent. The invalidity of any part of this Agreement shall not render invalid the remainder of this Agreement.

(F) Notices. Except as otherwise indicated, any notices under this Agreement to HRB must be personally delivered or sent by certified or registered mail, return receipt requested or by United States Postal Service express mail, to: HRB Digital LLC, Tax Program Notices, 4400 Blue Parkway, Kansas City, Missouri 64130 or to such other address as HRB may specify in writing. Such notices will be effective upon receipt, which may be shown by confirmation of delivery.

(G) Miscellaneous. This Agreement shall inure to the benefit of HRB, its affiliates, subsidiaries and successors and assigns. Any and all references in this Agreement to HRB and its respective affiliates and subsidiaries shall, where the context so permits, include HRB’s respective parent companies, subsidiaries, affiliates, directors, officers, employees, contractors and agents. Any provision which by its terms is intended to survive termination of this Agreement, including, but not limited to, the provisions of Sections 1, 3, 4, 13, 14, 17, 18 and 19 shall survive termination or expiration of this Agreement. The headings contained herein are for the convenience of the parties only and shall not be used to interpret or construe any of the terms of this Agreement.

(H) Third Party Beneficiaries; Assignment. This Agreement is solely between you and HRB and its respective licensors, suppliers, affiliates or subsidiaries shall be deemed to be third party beneficiaries of this Agreement solely to the extent necessary for them to enforce any protections afforded them by this Agreement. All rights and benefits of this Agreement from HRB are intended solely for original licensee of the License for the Software. You may not assign, delegate or otherwise transfer this Agreement or any of your rights under this Agreement. HRB will use reasonable efforts to notify you of an assignment of this Agreement. The remedies under Sections 10, 11 and 12 are for you only and they are not assignable or transferable by you. This Agreement shall inure to the benefit of the parties and their respective permitted successors and assigns.

THIS AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION THAT MAY BE ENFORCED BY ANY PARTY.

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.

© 2009 HRB Digital LLC – All Rights Reserved.

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