LICENSE MANAGEMENT SOLUTIONS, INC.
Welcome to https://cpaqualitypro.com/ (the “Website”). These Terms of Service (“Terms”) govern your access to and use of the Website and all related Services (as defined herein), whether as a visitor, prospective customer, or registered user and form a legally binding agreement between you and License Management Solutions, Inc. (“Company,” “we,” “us,” or “our”).
PLEASE READ CAREFULLY. By (i) clicking “I Agree,” “Create Account,” or a similar button, (ii) filling in your contact information on the Website, (iii) executing an Order Form (as defined below) that references these Terms, (iv) submitting payment for the Service, or (iv) accessing or using any part of the Website or the Service made available by Company, you become a customer (“Customer,” “you,” or “your”) and you agree to be bound by all of the terms and conditions set forth herein as long as you remain a Customer, including any additional policies and terms referenced herein such as our Privacy Policy. If You are using the Service on behalf of another entity (such as your employer), you must have the authority to accept these Terms and the Agreement (as defined in Section 1.3) on their behalf. IF YOU DO NOT AGREE TO THE TERMS, PLEASE DO NOT USE THE WEBSITE OR REGISTER FOR OR USE THE SERVICE. WE RESERVE THE RIGHT TO CHANGE THE TERMS AT ANY TIME AND WITHOUT NOTICE TO YOU.
IMPORTANT NOTICE: THIS AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION AND A WAIVER OF CLASS ACTION RIGHTS IN Article 20 – Dispute Resolution and Arbitration THESE AFFECT YOUR LEGAL RIGHTS. PLEASE REVIEW THEM CAREFULLY.
By using the Service, or any related services provided by Company, you represent that you are an adult of 18 or more years of age, have the legal capacity to enter a contract, and agree to comply with and be bound by the following Terms and the Agreement. Where you have executed a separate written agreement with us, that agreement will take precedence to the extent of any direct conflict with these Terms, if expressly stated in such agreement.
Article 1 – Definitions
1.1 “Administrator(s)” means the User(s) designated by Customer who is responsible for administering the Service and who is issued an administrator login by Company.
1.2 “Affiliates” means any entity that directly or indirectly, through one or more intermediaries, controls, or is controlled by, or is under common control with a party to this Agreement, by way of majority voting equity ownership.
1.3 “Aggregated Data” means data or information resulting from the aggregation, anonymization, or statistical analysis of Customer Data and/or other data relating to use of the Services, such that the resulting data does not identify Customer or any individual and cannot reasonably be used to re-identify them.
1.4 “Agreement” means these Terms, together with any and all Order Forms or Task Order referencing these Terms, any schedules or exhibits attached thereto, our Privacy Policy, and any other additional terms referenced herein or in an Order Form.
1.5 “Artificial Intelligence” or “AI” means any machine-based system, software, or algorithm, including but not limited to machine learning models and large language models, that, for explicit or implicit objectives, infers from input data how to generate outputs such as content, predictions, recommendations, or decisions that can influence physical or virtual environments, and that may perform tasks that have historically required human intelligence, such as understanding language, generating content, analyzing data, or making decisions.
1.6 “Company Entities” means Company and its respective shareholders, Affiliates, officers, directors, administrators, managers, employees, servants and agents, representatives, partners, licensors and successors and assigns.
1.7 “Customer Data” means (i) any electronic data, customer data, Input, information, or material that Customer provides, uploads, or submits to Company in connection with this Agreement, and (ii) any electronic data, customer data, information, or material generated from or in connection with Customer’s use of the Service (including any User).
1.8 “Documentation” means the reference, administrative, and user manuals which are published by Company and provided by Company to Customer in connection with the Service, which may be updated from time-to-time, but excluding any sales or marketing materials.
1.9 “Electronic Communications” means any transfer of signs, signals, text, images, sounds, data or intelligence of any nature transmitted in whole or part electronically received and/or transmitted through the Service.
1.10 “Initial Term” means the initial subscription term for the Service, beginning on the Service Start Date indicated on an Order Form or Task Order and ending on the date specified in the Order Form or Task Order, or, if no such date is specified, twelve (12) months from the Service Start Date, excluding any Renewal Terms.
1.11 “Input” means any prompt, query, instruction, tag, file, data set, parameter or other content that Customer (including its Users) submits to, or configures within, the Service for the purpose of generating, analyzing or otherwise processing information through the Models.
1.12 “Model(s)” means any algorithmic architecture, machine-learning system (including weights, parameters and prompts) or ensemble thereof that powers generation of Output.
1.13 “Order Form” shall mean either (i) a written document executed by the parties or (ii) any electronic purchase flow completed by Customer (including, without limitation, through the Website or Service or application interface) that describes the applicable Service, Term, Fees, permitted number of Users, and any other commercial or technical terms governing Customer’s access to and use of the Service. Completion of an electronic purchase flow by clicking “accept,” submitting payment, or otherwise affirmatively indicating agreement shall be deemed to have the same force and effect as execution of a written Order Form. Each Order Form is hereby incorporated into this Agreement in its entirety by this reference. If expressly stated in an Order Form, to the extent of any direct conflict with these Terms, the conflicting term in such Order Form will take precedence, but only with respect to that specific Order Form.
1.14 “Output” means any Reports, chart, insight, prediction, recommendation, text, image or other material generated autonomously or semi-autonomously by the Service.
1.15 “Reports” means any reports, summaries, analyses, charts, documents, or other materials generated, prepared, or produced by or through the Service, whether in whole or in part and (i) is exported and/or downloaded into a document format (e.g. PDF, Excel, .docx, etc.) and (ii) contains any copyright notices, attribution markings, or proprietary legends. Reports include any materials that incorporate, summarize, or are derived from Customer Data, Inputs, or other information processed by the Service.
1.16 “Service” means the subscription-based software-as-a-service offering made available by Company via its proprietary technology platform including the Website, any associated website(s), interfaces, tools, systems, and any updates, features, modules, functionality, and support provided under these Terms or an applicable Order Form.
1.17 “Service Start Date” means the date specified in the applicable Order Form or Task Order as the start date for the Service, or, if no such date is specified, the earlier of (i) the date on which Customer clicks “ACCEPT”, “AGREED,” or otherwise affirmatively indicated agreement, (ii) the date Company first makes any subscription credentials or the Service available to Customer for access and use, or (iii) the date Customer first accesses the Service.
1.18 “System and Usage Data” means information about the Services, including access, performance, and technical information, derived from Company’s monitoring of the (i) Service environment (to provide support, updates and other services); and (ii) Users’ access to and use of the Services that is captured and used by Company in an aggregated and anonymized manner with statistics of other subscribers and users.
1.19 “Task Order” means a written document executed by both Company and Customer that describes specific services, deliverables, timelines, fees, or other terms and conditions applicable to a particular project or engagement under this Agreement. Each Task Order is incorporated into and governed by the terms of this Agreement. In the event of a direct conflict between the terms of a Task Order and this Agreement, the terms of the Task Order shall control solely with respect to the subject matter of that Task Order.
1.20 “Term” means the period beginning on the Service Start Date and ending on the date the last Order Form or Task Order in effect terminated or expires, as applicable. The Term shall also include any Renewal Terms as defined in Section 8.1.
1.21 “Training Data” means Customer Data, Inputs or subsets thereof that Company accesses to train, fine-tune or otherwise improve the Models.
1.22 “Users” means Customer’s employees and independent contractors working for Customer in the ordinary course of Company’s business who agree to be bound by the terms of this Agreement, are authorized by Customer to use the Service, for whom subscriptions to a Service have been purchased on an Order Form, and who have been supplied user identifications and passwords by Customer.
Article 2 – General Terms of Access to the Service
2.1 Website Use. This Website is provided to facilitate access and subscription to the Service. All users of the Website, whether or not they create an account or subscribe to the Service, are subject to these Terms.
2.2 License to Receive and Provide the Service.
a. Subject to the terms of this Agreement and payment of the applicable Fees, Company hereby grants the Customer a limited, non-exclusive and non-transferable license, without right of sublicense, during the Term to access, display, and use the Service, and to permit Users to access and use the Service, subject to the terms and conditions of this Agreement. The license granted to Customer hereunder is solely for Customer’s internal business purposes and is limited to the access, display, and use of the Service only by a User. Each User may access, display, and use the Service on only one device at a time. Customer shall have no right pursuant to this Agreement to access, use, display, or distribute the Service, in whole or in part, beyond the number of Users identified on the applicable Order Form. Customer may add additional Users by either executing a new Order Form or amending an existing Order Form. Customer is responsible for all activities that occur under Customer’s and any User’s accounts. Customer will (i) have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all use of the Service by Customer and any User; (ii) use commercially reasonable efforts to prevent unauthorized access to, or use of, the Service, and notify Company promptly after becoming aware of any such unauthorized access or use; and (iii) comply with all applicable local, state, federal, and foreign laws in using the Service. Nothing in this Agreement shall obligate Company to continue providing access to any Service beyond the date when Company ceases providing such Service to subscribers generally. All rights in the Service not expressly granted hereunder are reserved to Company.
b. Except as expressly provided herein, Customer grants Company a non-exclusive, worldwide right during the Term to access, use, and create derivative works from Customer Data and Inputs solely for: (i) providing and supporting the Service, and (ii) improving the functionality and accuracy of the Model or Service in a way that does not disclose Customer Data or Inputs in identifiable form or permit reconstruction of Customer-specific inputs. Upon written request, Customer may opt out of clause (ii). Company reserves the right to adjust commercial terms if such opt-out materially increases delivery costs.
2.3 Access. Customer shall acquire, install, operate, and maintain at Customer’s expense all communications lines, equipment, software, services, and related technology necessary to receive, access, and use the Service. Except as expressly stated herein or on an applicable Order Form, Customer is prohibited from and will have no right to (i) allow any third party (which may include agents, contractors, Affiliates, or other third-party representatives acting on behalf of Customer) to access and/or use the Service; (ii) allow access to or use of the Service outside of the United States of America and its territories and possessions (including any User), unless explicitly authorized on the relevant Order Form and provided, that, the Customer shall be responsible for compliance with the relevant law applicable to such User(s) and Customer shall use best efforts to ensure that any Input will not include personal data that is subject to EU or UK data protection legislation.
2.4 Accuracy of Customer’s Contact Information. Customer shall provide Company with accurate, current and complete information on Customer’s legal business name, address, e-mail address, and phone number, and throughout the Term maintain and promptly update this information if it should change.
2.5 Users: Passwords, Access, and Notification. Customer, through its Administrator, shall authorize access to and assign unique passwords and user names up to the number of Users purchased by Customer on the Order Form. User logins are for designated Users and cannot be shared or used by more than one User. Any User login may be reassigned to another currently employed User as needed during the current annual period. Regardless of the length of the Term, unused or vacant User logins expire at the end of each annual period. Customer shall use commercially reasonable efforts to prevent unauthorized access to or use of the Service and shall promptly notify Company of any unauthorized access or use of the Service and any loss or theft or unauthorized use of any User’s password or name and/or Service account numbers.
2.6 Suspension. Company may temporarily suspend Customer’s and any Users’ access to the Service if: (i) Company reasonably determines that (A) there is a threat or attack on any of the Service; (B) Customer’s or any Users’ use of the Service disrupts or poses a security risk to the Service or to any other customer or vendor of Company; (C) Customer, or any User, is using the Services in violation of the use restrictions in Section 2.10; (D) Customer has ceased its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or becomes the subject of any bankruptcy, reorganization, dissolution, or similar proceeding and the Company action is permitted by applicable law; or (E) Company’ provision of the Service to Customer or any User is prohibited by applicable law; (ii) any vendor of Company has suspended or terminated Company’ access to or use of any services or products required for the Services; or (iii) according to Section 6.1, Fees, (any suspension described in (i), (ii), or (iii), collectively, a “Service Suspension”). Applying commercially reasonable effort, Company shall provide written notice of any Service Suspension to Customer and provide updates about the resumption of the Service following any Service Suspension, and resume access to the Service as soon as reasonably possible after Company determines the event giving rise to the Service Suspension is resolved. Company will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer or any User may incur because of a Service Suspension.
2.7 Customer Responsibilities. Customer agrees to use the Services in a manner consistent with the Documentation and in accordance with the terms of this Agreement. Customer also agrees to use the Services in accordance with all applicable laws and regulations, and not to use the Services for any unlawful purposes. Customer is responsible for all activities conducted by its Users, its Users’ Electronic Communications and for its Users’ compliance with this Agreement, including the content of all Customer Data. Customer represents, warrants and covenants that it will not submit Inputs that contain personal data of children under 13, export-controlled data, protected health information, card-holder data, or content that infringes third-party rights. Customer agrees to use best practices to prevent the upload of files containing viruses or malware to the Service. Company shall not be liable for any damages resulting from Customer’s failure to comply with this requirement. The Customer is responsible for ensuring that all files uploaded to the Service are free from harmful code.
2.8 Implementation Tags and API Access. Customer grants Company a limited, non-exclusive right to deploy scripts, tags, pixels, SDKs or API tokens on Customer-controlled websites, mobile applications or ad-platform accounts (collectively, “Customer Properties”) solely to collect data necessary to deliver the Service. Customer represents that it has all rights and consents required to grant such access and that Customer Properties will present any legally required disclosures (e.g., cookie banners). Company will comply with Customer’s reasonable written instructions regarding timing, placement and scope of such tags or APIs and will promptly remove or disable them upon Customer’s written request.
2.9 Model Monitoring and Drift. Company will use commercially reasonable efforts to monitor for “model drift,” bias or material degradation in Output quality and will retrain or recalibrate Models at a cadence appropriate to the use-case. Company may modify Model architectures or hyper-parameters, provided that such changes do not materially reduce the functionality purchased under the applicable Order Form.
2.10 Restrictions on Use. Customer shall not edit, alter, abridge, or otherwise change in any manner the content of the Service, including, without limitation, all copyright and proprietary rights notices. Customer agrees not to access the Service by any means other than through the interfaces that are provided by Company. Customer shall not do any “mirroring” or “framing” of any part of the Service or create Internet links to the Service which include log-in information, usernames, passwords, and/or secure cookies.
Customer may not, and may not permit others to (including any User) directly or indirectly:
a. Reverse engineer, decompile, decode, decrypt, disassemble, or in any way derive source code from, the Service;
b. Modify, translate, adapt, alter, or create derivative works from the Service;
c. Copy, distribute, publicly display, transmit, sell, rent, lease, or otherwise exploit the Service; provided, however, that Users may on an occasional basis in the normal course of business include limited portions of the Service (i) in oral and (with proper attribution to the respective Service) non-electronic written communications with clients and other employees, and (ii) in email and instant messaging communications with other employees and/or securities professionals;
d. Distribute, sublicense, rent, lease, loan or grant any third-party access to or use of the Service to any third party;
e. Harvest, collect, gather, or assemble information or data regarding other subscribers;
f. Transmit through or post on the Service unlawful, immoral, libelous, tortuous, infringing, defamatory, threatening, vulgar, or obscene material or material harmful to minors;
g. Transmit material containing software viruses or other harmful or deleterious computer codes, files, scripts, agents, or programs;
h. Interfere with or disrupt the integrity or performance of the Service or the data contained therein;
i. Attempt to gain unauthorized access to the Service, computer systems, or networks related to the Service;
j. Harass or interfere with another subscriber or end-user’s use and enjoyment of the Service;
k. Use the Service in any manner that violates applicable laws, rules, or regulations, including without limitation those related to data privacy, tax reporting, accounting standards, or export control laws;
l. Use the Service to develop, offer, or operate a service or product that competes with Company or the Service, including benchmarking or competitive analysis without prior written consent;
m. Access or attempt to access the Service through automated means (including scripts, bots, or web crawlers) without prior authorization from Company;
n. Use the Services to create, receive, maintain, transmit, or otherwise process any information that includes or constitutes “Protected Health Information,” as defined under the HIPAA Privacy Rule (45 C.F.R. Section 160.103);
o. Resell, sublicense, or otherwise use the Service or any portion thereof for commercial time-sharing, outsourcing, or service bureau purposes without a separate written agreement with Company; or
p. Attempt to interfere with, undermine, or circumvent any security feature of the Service, or use the Service to gain unauthorized access to systems, data, or accounts.
2.11 Delivery and Acceptance. Company will make the Service available to Customer as indicated on the Order Form. The Service will be deemed accepted upon the Service Start Date. Any updates, bug fixes, or upgrades (“Corrections”) to the Service will be deemed accepted by Customer on the day such Corrections are first made available to Customer or accessed by Customer, whichever is earlier.
2.12 System and Usage Data. Company may monitor Customer’s use of the Service and may collect and compile System and Usage Data. As between Company and Customer, Company owns and retains all right, title, and interest in and to System and Usage Data, and all intellectual property rights in System and Usage Data. Customer acknowledges that Company may compile System and Usage Data based on Customer Data. Customer agrees that Company may: (i) make System and Usage Data publicly available in compliance with applicable law, and (ii) use System and Usage Data to the extent and in the manner permitted under applicable law, provided that if System and Usage Data is made available to others for a purpose other than to perform and to provide the Service, the System and Usage Data does not identify Customer or its Users or contain and reveal Customer’s Confidential Information, including personal information of an User, unless required by law.
2.13 Aggregated Data and Benchmarking. Company may collect, use, and disclose Aggregated Data for analytics, benchmarking, industry insights, and to improve or develop new features and services, provided that such Aggregated Data does not identify Customer or any individual. As between the parties, Company owns all right, title, and interest in and to Aggregated Data. Aggregated Data will not identify Customer, its Users, or any individuals, and will not include Customer’s Confidential Information.
2.14 Uptime and Support. Company will use commercially reasonable efforts to make the Service available, excluding periods of scheduled maintenance, holidays, weekends, or circumstances beyond Company’s reasonable control. Company does not guarantee that the Service will be error-free, uninterrupted, or continuously available. Company expressly disclaims any liability for any downtime, delays, or interruptions in Service, including those resulting from maintenance, upgrades, or technical issues. Company will provide technical support to Customer in accordance with its standard practices, which may include support via email or ticketing during normal business hours. Support response times and procedures may vary. Company reserves the right to modify, suspend, or discontinue the Service (or any part thereof) at any time, with or without notice, and shall have no liability for any loss, damage, or inconvenience resulting from such actions. Nothing in this Agreement obligates Company to provide any specific level of service, uptime, or support, or to deliver any corrections, updates, or releases in connection with the Service.
Article 3 – Privacy and Security
3.1 Privacy. Your use of the Website and Service is subject to our Privacy Policy, which is incorporated into these Terms by reference. Our Privacy Policy describes how we collect, use, and protect your personal information, including through the use of cookies and similar technologies. In order to operate and provide the Service, we collect certain information about our customers and their Users. To the extent that Company processes personal information on behalf of Customer in connection with the Service, Company will do so in accordance with applicable U.S. data protection laws and as described in our Privacy Policy. If Customer requires a separate Data Processing Addendum, Company will provide one upon written request. The Privacy Policy applies only to the Website and Service and does not apply to any third-party services that may be integrated with or accessed through the Service. The Privacy Policy may be updated from time to time in accordance with its terms. Customer acknowledges that personal information collected through the Website or Service may be stored and processed in the United States or any other country in which Company or its Affiliates or service providers maintain facilities, and by using the Service, Customer consents to such transfer and processing.
3.2 Security. Company uses commercially reasonable efforts to protect Customer Data but does not guarantee that Customer Data will be free from loss, corruption, or unauthorized access and Company uses commercially reasonable efforts to comply with SOC 2. Company is not responsible for any loss, corruption, or unavailability of Customer Data due to system outages, application errors, user error, or any other cause. Customer is encouraged to maintain its own backups of all Customer Data. In the event of a security breach involving Customer Data, Company will notify Customer without undue delay, and in any event within 72 hours after becoming aware of such breach.
Article 4 – Confidentiality
4.1 Confidential Information. For purposes of this Agreement, “Confidential Information” shall include the terms of this Agreement, Customer Data, each party’s proprietary technology, business processes and technical product information, designs, issues, all communication between the parties regarding the Service and any information which either is marked as “confidential” or the receiving party should reasonably know under the circumstances that such information is confidential and/or proprietary information of the other party. Notwithstanding the foregoing, Confidential Information shall not include information which (1) is known publicly; (2) is generally known in the industry before disclosure; (3) has become known publicly, without fault of the receiving party; (4) the receiving party becomes aware of from a third party not bound by nondisclosure obligations to the disclosing party and with the lawful right to disclose such information to the receiving party; (5) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information; or (6) is aggregate data regarding use of Company’s products and services that does not contain any personally identifiable or Customer-specific information.
4.2 Non-Disclosure Obligations. Each party agrees: (a) to keep confidential all Confidential Information; (b) not to use or disclose Confidential Information except to the extent necessary to perform its obligations or exercise rights under this Agreement or as directed by the disclosing party; (c) to protect the confidentiality thereof in the same manner as it protects the confidentiality of similar information and data of its own (at all times exercising at least a reasonable degree of care in the protection of such Confidential Information) and (d) to make Confidential Information available to authorized persons only on a “need to know” basis. Either party may disclose Confidential Information on a need-to-know basis to its contractors and service providers who have executed written agreements requiring them to maintain such information in strict confidence and use it only to facilitate the performance of their services in connection with the performance of this Agreement. Notwithstanding the foregoing, this Section will not prohibit the disclosure of Confidential Information to the extent that such disclosure is required by law or order of a court or other governmental authority or a regulation.
Article 5 – Customer Data, Ownership and Content
5.1 Ownership of Customer Data. As between Company and Customer, Customer owns all right, title, and interest, including all intellectual property rights, in and to the Customer Data. Customer grants to Company a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the Customer Data and perform all acts reasonably required for Company to provide the Services to Customer. Customer grants to Company a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to reproduce, distribute, modify, and otherwise use and display Customer Data incorporated within System and Usage Data and Aggregated Data. Section 8.3 sets forth Company’s obligations with respect to the return and/or deletion of Customer Data.
5.2 Ownership of Output and Models. As between the parties, Company owns any Output to the extent such Output constitutes an original work of authorship and Company retains all right, title and interest in and to the Models and the Service, including any learnings, parameters or improvements derived from Training Data, subject to the confidentiality obligations herein. Company grants Customer a limited, non-exclusive, non-transferable, non-sublicensable license to use the Output solely for Customer’s internal business purposes. Company may use de-identified, aggregated insights generated from Output for benchmarking, product improvement and research. Customer acknowledges that, due to the probabilistic nature of generative models, other users may independently receive Output that is identical or similar to Customer’s Output.
5.3 Reports Generated by the Service. All Reports prepared or generated by or through the Service are and shall remain the exclusive property of Company and its licensors. Such Reports will include copyright notices and attribution markings identifying Company as the creator and owner of the content. Company grants Customer a limited, non-exclusive, non-transferable, non-sublicensable license to use the Reports solely for Customer’s internal business purposes. Customer may not alter, remove, obscure, or delete any copyright notices, attribution markings, or proprietary legends included in the Reports. Customer may not distribute, publish, or share the Reports outside its organization except as expressly permitted in this Agreement, and in all cases, any permitted sharing must retain all original copyright and attribution markings. Customer may not claim authorship or ownership of the Reports or use them for any commercial purpose outside of its internal operations. If Customer is permitted to share or disclose any Report (in whole or in part) to third parties under this Agreement, Customer must ensure that all copyright and attribution markings remain intact and clearly visible, and must not represent the Report as Customer’s own work.
5.4 Your Content. In connection with your use of the Services, you may be able to post, upload, or submit content to be made available through the Services (collectively with Input, “Your Content”). As between the Company and you, the Company does not claim any ownership in Your Content; provided that, the Company or its Affiliates and their respective licensors own and will continue to own the Services and any and all other software or technology that was used to generate any Output. In order to operate the Service, we must obtain from you certain license rights in Your Content so that actions we take in operating the Service are not considered legal violations. Accordingly, by using the Service and uploading Your Content, you grant us a license to access, use, host, cache, store, reproduce, transmit, display, publish, distribute, and modify Your Content to operate, improve, promote and provide the Services, including to reproduce, transmit, display, publish and distribute Output based on your Input. You agree that these rights and licenses are royalty free, transferable, sub-licensable, worldwide and irrevocable (for so long as Your Content is stored with us), and include a right for us to make Your Content available to, and pass these rights along to, others with whom we have contractual relationships related to the provision of the Services, solely for the purpose of providing such Services, and to otherwise permit access to or disclose Your Content to third parties if we determine such access is necessary to comply with our legal obligations. To the fullest extent permitted by applicable law, the Company reserves the right, and has absolute discretion, to remove, screen, edit, or delete any of Your Content at any time, for any reason, and without notice. By posting or submitting Your Content through the Services, you represent and warrant that you have, or have obtained, all rights, licenses, consents, permissions, power and/or authority necessary to grant the rights granted herein for Your Content. You agree that Your Content will not contain material subject to copyright or other proprietary rights, unless you have the necessary permission or are otherwise legally entitled to post the material and to grant us the license described above.
5.5 Company Intellectual Property Rights.
a. Customer acknowledges and agrees that the Service, Documentation, specifications, and all content therein (including, without limitation, editorial coding, metadata, graphics, logos, trademarks, images, source code, object code and software) are and shall remain the exclusive property of Company or its licensors, and are protected by applicable copyright, patent, trademark, and other proprietary rights laws (the “Company Intellectual Property”). Except as expressly set forth in this Agreement, no license or other intellectual property rights are granted to Customer, and all such rights are expressly reserved.
b. Under no circumstances will Customer acquire any ownership rights or other interest in any content through use of the Service. Customer agrees that only Users may access the Service and that the facts, content, and intent of the Service will not be changed in form or spirit or otherwise prejudicial to the integrity of the Service or Company.
c. Company shall have a royalty-free, worldwide, transferable, sub-licensable, irrevocable, and perpetual license to use or incorporate into the Service any suggestions, enhancement requests, recommendations, or other feedback provided by Customer or its Users relating to the operation of the Service.
d. The Company’s service marks, trademarks, logos, and product and service names (“Company Marks”) are the property of Company. Customer agrees not to display or use Company Marks in any manner without Company’s express prior written permission. The trademarks, logos, and service marks of third-party application providers (“Marks”) are the property of such third parties, and Customer may not use such Marks without the prior written consent of the applicable owner.
5.6 Copyright Agent. If you believe your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have otherwise been violated, please provide a notice containing all of the following information to our Copyright Agent:
An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
A description of the copyrighted work that you claim has been infringed;
A description of where the material that you claim is infringing is located on the Site;
Your address, telephone number, and e-mail address;
A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.
Our Copyright Agent for Notice of claims of copyright infringement on the Website is Lindsay Patterson, who can be reached as follows:
By Mail: Attn: Copyright Agent, License Management Solutions, Inc. 231 E 96th St., Apt 6F, New York, NY 10128
By E-mail: Lindsay.Patterson@CPAQualityPro.com
Article 6 – Payment Terms and Taxes
6.1 Fees. In consideration of the right to use the Service and any associated professional services, and the licenses granted under this Agreement, commencing on the Service Start Date, Customer will pay the fees specified in the applicable Order Form, plus any other applicable fees, costs, and expenses contained in the Order Form or this Agreement (“Fees”) upon registration for the Service, unless provided otherwise in the Order Form and prior to the commencement of any Renewal Terms (as defined herein). All amounts are payable in U.S. dollars. Payments which are more than 15 days late will incur interest at the rate of one and a half percent (1.5%) per month or the maximum allowed by law, whichever is less, on such delinquent amount from the due date thereof until the date of payment. To the extent that Customer disputes any invoice on the basis of an alleged error in such invoice, Customer must raise such dispute specifically in writing to Company within thirty (30) days of the invoice date, otherwise any such dispute will be waived. Customer will remain responsible for the payment of those portions of an invoice that are not subject to such dispute. If applicable, Company may charge Customer for overage or excess usage beyond the limits set forth in the Order Form based on Company’s standard rates, provided that such charges are communicated in advance or reflected in the usage dashboard accessible to Customer. If Company does not receive timely payment from Customer, without limiting Company other rights and remedies, Company may suspend or terminate the Services and Customer’s and its Users’ access to the Services until Company is paid provided that Company shall first provide Customer with at least ten (10) days written notice and an opportunity to pay Company the applicable overdue Company fees.
6.2 Taxes. All Fees payable under the applicable Order Form are exclusive of and do not include taxes or duties of any kind. Customer will be responsible for, and will promptly pay, all taxes and duties of any kind, including, but not limited to, any applicable sales tax, use tax, and value added taxes (VAT) or other similar taxes, if any, associated with this Agreement or Customer’s receipt or use of the Service, excluding taxes based on Company’s gross or net income. Company will collect sales tax based on the billing address provided by Customer if required by the applicable state law. In the event that the Service is used in a different state than the provided billing address, Customer is solely responsible for submitting a valid tax exemption form to Company and separately paying any applicable use tax in the appropriate state. If Customer is a tax-exempt organization and is not obligated to pay taxes arising out of this Agreement, Customer will provide Company with any required documentation to verify its tax-exempt status with the applicable taxing authorities.
Article 7 – Artificial Intelligence, Content Generation, and Disclaimers
7.1 The Service utilizes AI and multi-agent frameworks (such as CrewAI and Serper.dev) to provide chatbot support and generate summaries of regulatory statutes, websites, and forms. The Service may employ various large language models and retrieval-augmented generation techniques, which may be updated, replaced, or supplemented at any time without prior notice.
7.2 AI-Generated Content and Human Review. AI-generated content, including chatbot responses and regulatory summaries, is intended solely for informational and reference purposes. All regulatory summaries generated by AI are subject to human review before being made available to Users. Company strives for accuracy but does not guarantee that any AI-generated or human-reviewed content is complete, current, or error-free.
7.3 Retrieval-Augmented Generation and Source Transparency. To enhance accuracy, the Service may supplement Outputs with information retrieved from publicly available government and organizational websites (e.g., .gov, .org) and PDF documents utilizing retrieval-augmented generation. Company does not guarantee the accuracy, completeness, or timeliness of any information retrieved from third-party sources.
7.4 Model Knowledge Limitations. AI models used by the Service have knowledge cut-off dates and may not reflect the most recent regulatory changes. Outputs may be incomplete, outdated, or inaccurate. As further described in Article 9 – , Users are solely responsible for verifying the accuracy and applicability of any information provided and should not rely solely on AI-generated content for compliance, legal, or regulatory decisions.
7.5 Beta/Early Access Features. Certain AI-powered features may be offered as beta or early access services. These features are experimental, and subject to the warranty for Evaluation Services set forth in Section 17.9.
7.6 Reservation of Rights. Company reserves the right to modify, update, replace, or discontinue any AI models, agents, or tools used to provide the Service at any time, with or without notice.
7.7 User Responsibility and Reliance. As further described in Article 9 – , the Service, including all AI-generated and human-reviewed content, is provided for informational purposes only and does not constitute legal, accounting, or professional advice. Users are solely responsible for compliance with applicable laws and regulations and should consult qualified professionals before making any compliance, legal, or regulatory decisions. Company expressly disclaims any liability for decisions made or actions taken based on information or Outputs provided by the Service.
Article 8 – Term and Termination
8.1 Term. The subscription for the Service will start on the Service Start Date and will continue for the Initial Term as defined in Section 1.10. Subscription terms will automatically renew for successive periods equal to the length of the Initial Term unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current term (each, a “Renewal Term”).
8.2 Termination. If you breach any of the provisions of these Terms, all licenses granted by the Company will terminate automatically. If the Company deletes your account for any suspected breach of the Agreement by you, you are prohibited from re-registering for the Services under a different name. In the event of account deletion for any reason, the Company may, but is not obligated to, delete any of Your Content. Company shall not be responsible for the failure to delete or the deletion of Your Content. All sections which by their nature should survive the termination of these Terms shall continue in full force and effect subsequent to and notwithstanding any termination of these Terms by the Company or you. Termination will not limit any of the Company’s other rights or remedies at law or in equity.
8.3 Effect of Expiration, Termination, or Cancellation. When Services end, Customer’s and its Users’ access to and use of any related Company Intellectual Property or Services will also end. Upon the end of the Service, Customer shall discontinue use of the related Company Intellectual Property (other than that Company Intellectual Property that may be separately licensed to Customer) and, without limiting Customer’s confidentiality obligations hereunder, Customer shall delete, destroy, or return all copies of the Company Intellectual Property and certify in writing to Company that the Company Intellectual Property has been deleted or destroyed. Customer’s duty to pay all fees that may have become due to Company before the end of the Term shall survive. Upon early termination of this Agreement (other than termination by Customer for Company’s material breach), all remaining unpaid fees for the full Initial Term and any Renewal Term(s) shall become immediately due and payable. Following the termination or expiration of this Agreement, Company may immediately deactivate Customer’s account and access to the Service. Upon any termination or expiration of this Agreement for any reason, Company will provide a one-time export of Customer Data to Customer in Company’s standard format, upon Customer’s written request, which must be received by Company within thirty (30) days of the effective date of expiration or termination. Following that period, Company shall be entitled to delete Customer’s account and Customer Data from Company’s servers. Customer further agrees that Company shall not be liable to Customer nor to any third party for deletion of Customer Data, provided that Company is in compliance with the terms of this Section. Except as expressly provided in the Order Form, Customer is not entitled to receive and Company is not obligated to provide any refunds.
Article 9 – Warranties and Disclaimers
9.1 EACH PARTY WARRANTS AND REPRESENTS THAT IT HAS THE AUTHORITY TO EXECUTE, DELIVER, AND PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT, HAVING OBTAINED ALL REQUIRED BOARD OF DIRECTORS’ OR OTHER CONSENTS, AND IS DULY ORGANIZED OR FORMED, AND VALIDLY EXISTING AND IN GOOD STANDING UNDER THE LAWS OF THE STATE OF ITS INCORPORATION OR FORMATION. EXCEPT AS SPECIFICALLY PROVIDED HEREIN, CUSTOMER ACKNOWLEDGES AND AGREES THAT THE SERVICE(S), THE CONTENTS THEREIN, ANY PROFESSIONAL SERVICES, AND ANY ACCOMPANYING DOCUMENTATION ARE PROVIDED ON AN “AS IS”, “AS AVAILABLE” BASIS, AND COMPANY DOES NOT MAKE ANY AND HEREBY SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS, ENDORSEMENTS, GUARANTEES, OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS. THE COMPANY MAKE NO WARRANTY OR REPRESENTATION AND DISCLAIM ALL RESPONSIBILITY AND LIABILITY FOR: (A) THE COMPLETENESS, ACCURACY, AVAILABILITY, TIMELINESS, SECURITY OR RELIABILITY OF THE SERVICE, INCLUDING ANY DOCUMENTATION, PROFESSIONAL SERVICES OR OTHER OFFERINGS; (B) ANY HARM TO YOUR COMPUTER SYSTEM, LOSS OF DATA, OR OTHER HARM THAT RESULTS FROM YOUR ACCESS TO OR USE OF THE SERVICE, INCLUDING ANY DOCUMENTATION, PROFESSIONAL SERVICES OR OTHER OFFERINGS; (C) THE OPERATION OR COMPATIBILITY WITH ANY OTHER APPLICATION OR ANY PARTICULAR SYSTEM OR DEVICE; (D) WHETHER THE SERVICE WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE OR ERROR-FREE BASIS; AND (E) THE DELETION OF, OR THE FAILURE TO STORE OR TRANSMIT, YOUR CONTENT AND OTHER COMMUNICATIONS MAINTAINED BY THE SERVICES. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM THE COMPANY ENTITIES OR THROUGH THE SERVICES, WILL CREATE ANY WARRANTY OR REPRESENTATION NOT EXPRESSLY MADE HEREIN.
9.2 You acknowledge that the Services may generate Output containing incorrect, biased, or incomplete information. The Company shall have no responsibility or liability to you for the infringement of the rights of any third party in your use of any Output. You should not rely on the Service or any Output for advice of any kind, including medical, legal, investment, financial or other professional advice. Any Output is not a substitute for advice from a qualified professional. You acknowledge that due to the nature of generative AI tools, other users of the Services may create and use their own output that is similar or the same as your Output, such as because the same or similar Input was provided, and you agree that such other users can use their own individually created Output for their own internal business purposes.
9.3 The Company Entities take no responsibility and assume no liability for any content that you, another user, or a third party creates, uploads, posts, sends, receives, or stores on or through the Service, including any Output.
9.4 You understand and agree that you may be exposed to content that might be offensive, illegal, misleading, or otherwise inappropriate, none of which the Company Entities will be responsible for.
9.5 No Professional Advice.
a. The Service is for informational and organizational purposes and to assist CPA professionals only and is not intended as legal, accounting, tax, or other professional advice; Users should always consult legal, accounting, tax, or other professionals. Use of the Service does not create an attorney-client, accountant-client, or any other fiduciary or advisory relationship between you and Company.
b. You expressly acknowledge and agree that:
(i) Company is not a law firm, CPA firm, or financial advisory service;
(ii) The Service does not guarantee compliance with any laws, regulations, or licensing requirements;
(iii) You are solely responsible for ensuring the accuracy, timeliness, and sufficiency of all filings, deadlines, and compliance obligations;
(iv) Any output, notifications, or reports generated by the Service may be inaccurate, incomplete, or outdated, and should not be relied upon without independent verification by qualified professionals;
(v) Each State Board of Accountancy retains the final authority in determining a firm’s or individual CPA’s compliance with state statutes and regulations. Company does not assume responsibility for ensuring compliance with such statutes and regulations; and
(vi) Company does not warrant or represent that the use of the Service will meet or satisfy any legal, regulatory, or professional standards.
c. Always consult with a qualified attorney, CPA, or other licensed advisor before making any decisions or taking any actions based on the information provided by the Service.
Article 10 – Warranty Breach
Customer’s sole and exclusive remedy for Company’s breach of an express warranty relating to the functionality of the Service shall be that Company shall be required to use commercially reasonable efforts to modify the Service to achieve in all material respects the functionality described in the Documentation. If Company is unable to restore such functionality, Customer shall be entitled to terminate the Agreement and receive a prorated refund of any prepaid subscription fees for the remaining terminated portion of the Term. Company shall have no obligation with respect to such a warranty claim unless notified of such claim within three (3) months of the first instance of any material functionality problem.
Article 11 – Indemnification
11.1 Customer Indemnity. Customer, at its sole expense, will defend, indemnify, and hold the Company Entities harmless from and against any and all third-party claims for damages (whether ordinary, direct, indirect, incidental, special, consequential, or exemplary), judgments, liabilities, fines, penalties, losses, claims, costs, and expenses including, without limitation, reasonable attorneys’ fees, against the Company Entities which relate to a claim, action, lawsuit, or proceeding made or brought against the Company Entities by a third party arising out of or related to:
a. Customer’s breach of this Agreement;
b. Customer’s negligence, willful misconduct, or violation of applicable laws,
c. Customer Data or Inputs misappropriating, violating, or infringing third-party rights;
d. Customer’s introduction of harmful code, viruses, or malware into the Service; or
e. Customer’s unauthorized use of the Service;
(each a “Company Claim”).
11.2 Customer will have no obligation under this Agreement relating to any indemnification if a Company Claim is solely attributable to Company’s breach of this Agreement or gross negligence.
11.3 Company Infringement Indemnity. Company, at its expense, will defend, indemnify, and hold Customer harmless from and against any and all third-party claims for damages (whether ordinary, direct, indirect, incidental, special, consequential, or exemplary), judgments, liabilities, fines, penalties, losses, claims, costs, and expenses including, without limitation, reasonable attorneys’ fees, finally awarded by a court of competent jurisdiction, after all rights of appeal are exhausted, against Customer to the extent such directly relates to a claim, action, lawsuit, or proceeding made or brought against Customer by a third party alleging the infringement or violation of such third party’s registered patent, trade secret, copyright, or Mark (each a “Customer Claim”) by way of Customer’s use of the Service that Company provides to Customer under this Agreement.
11.4 For purposes herein, each party, when providing indemnification, will be termed an “Indemnifying Party” and each party, when receiving the benefits of indemnification, shall be termed an “Indemnified Party.” The Indemnified Party shall promptly notify the Indemnifying Party in writing of any claim, demand, or action for which indemnification is sought. Failure to provide such notice shall not constitute a waiver of the Indemnifying Party’s obligations hereunder except to the extent that the Indemnify Party is materially prejudiced by such failure. The Indemnified Party shall provide reasonable cooperation and assistance in the defense or settlement of any claim (at the Indemnifying Party’s sole cost and expense) and grant the Indemnifying Party control over the defense and settlement of the same. The Indemnifying Party shall not, without the prior written consent of the Indemnified Party, settle any claim unless the settlement (i) fully releases the Indemnified Party; and (ii) imposes no adverse non-monetary relief.
11.5 In the event a court of competent jurisdiction makes a determination that the Service infringes on or otherwise violates any third-party registered patent, trade secret, copyright, or Mark, or if Company determines that the Service likely infringes or otherwise violates such third party’s foregoing intellectual property rights, Company, at its sole option and expense, will: (a) modify the allegedly infringing or violating portion of the Service so as to make it non-infringing and non-violating; (b) replace the allegedly infringing or violating Service, or any portion thereof, with a non-infringing and/or non-violating product having reasonably equivalent functionality; (c) obtain the right for Customer to continue using the allegedly infringing or violating portion of the Service; or (d) revoke the license to the allegedly infringing or violating Service and provide a pro rata refund to Customer for all fees prepaid for the Service and not yet earned by Company.
11.6 Company will have no obligation under this Agreement relating to any indemnification if a Customer Claim results from any of the following: (i) Customer’s continued use of the infringing or violating Service after Company first makes an applicable Correction available to Customer; (ii) Customer’s modification of the Service (including a third party acting on its behalf); or (iii) Customer’s use of the Service in any manner other than as permitted under this Agreement.
11.7 Sole Remedy. Article 11 – SETS FORTH CUSTOMER’S SOLE REMEDIES AND COMPANY’S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE SERVICES INFRINGE, MISAPPROPRIATE, OR OTHERWISE VIOLATE ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.
Article 12 – Limitations of Liability
NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON, COMPANY AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES; (C) FOR ANY MATTER BEYOND COMPANY’S REASONABLE CONTROL; (D) FOR ANY OTHER CLAIM, DEMAND OR DAMAGES WHATSOEVER RESULTING FROM OR ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, OUTPUT, OR THE DELIVERY, USE OR PERFORMANCE OF THE SERVICES, INCLUDING ANY DOCUMENTATION, PROFESSIONAL SERVICES OR OTHER OFFERINGS, OR OUTPUT OR (E) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CUSTOMER TO COMPANY FOR THE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
Article 13 – Professional Services
During the Term, Customer may request Company to perform professional services in the nature of software development, consulting, customization add-in, documentation, training, testing, integration services, and any other similar services that Company may offer (hereinafter, “Professional Services”). Upon receipt of a request, Company may provide Customer with a written proposal, and when the parties agree to all requirements and specifications of the proposed Professional Services, a Task Order for the Professional Services, shall be executed by the parties. All Task Orders shall be subject to the terms and conditions of this Agreement, unless otherwise set forth in the Task Order. Services performed by Company are not exclusive to Customer, and Company may perform services of any type or nature for any other person or entity at any time.
Article 14 – Transmission of Data
The Service allows Customer to send Electronic Communications directly to Company and to third parties. Customer understands that the technical processing and transmission of Customer’s Electronic Communications is fundamentally necessary to use the Service. Customer expressly consents to Company’s receipt and storage of Electronic Communications and/or Customer Data, and Customer acknowledges and understands that Customer’s Electronic Communications will involve transmission over the Internet, and over various networks, only part of which may be owned and/or operated by Company. Customer further acknowledges and understands that Electronic Communications may be accessed by unauthorized parties when communicated across the Internet, network communications facilities, telephone or other electronic means. Company uses encryption in various locations and methodologies within the Service and the infrastructure working behind it. Customer Data is encrypted while in transit to and from the Service; however Company is not responsible for any Electronic Communications and/or Customer Data which are delayed, lost, altered, intercepted or stored during the transmission of any data across networks not owned and/or operated by Company, including but not limited to, the Internet and Customer’s local network.
Article 15 – Implementation
Implementation and training services ordered by Customer as set forth in the applicable Order Form will be performed in accordance with Company’s customary practices for the level of services purchased. Company does not provide dedicated project management for Customer during implementation unless separately purchased. Implementation is performed remotely unless otherwise specified. Company is not responsible, and will not be liable, for Customer’s configuration decisions or the Service’s ability to allow Customer to comply with all laws and regulations in Customer’s unique circumstances, nor for any delays in implementation caused by Customer, including but not limited to, Customer delays in providing clean and validated data, if needed, or Customer delays in making necessary business decisions with respect to the configuration of the Service.
Article 16 – Third Party Websites, Products, Services, and Integrations
16.1 The Service may contain links to, or may allow Customer or its Users to access or integrate with, third-party websites, services, products, software, tools, content, or resources (collectively, “Third-Party Services”). These Third-Party Services are not under the control of Company, and Company is not responsible for the content, functionality, availability, accuracy, legality, appropriateness, or any other aspect of such Third-Party Services. Company does not endorse or assume any responsibility for any such Third-Party Services, and access to or use of such Third-Party Services is at Customer’s and Users’ own risk.
16.2 If Customer elects to enable, access, or use such Third-Party Services in connection with the Service, Customer acknowledges and agrees that:
a. Company may share Customer Data and/or other information as reasonably necessary to facilitate the integration with such Third-Party Services;
b. The providers of such Third-Party Services may collect and use Customer Data or Personal Data in accordance with their own privacy policies and terms of use, and Company is not responsible for any act or omission of such providers;
c. Customer is solely responsible for reviewing and complying with any applicable terms and policies of the Third-Party Services; and
d. Company shall not be liable for any damage, loss, or harm arising from or relating to Customer’s use of or reliance on any Third-Party Services.
16.3 Company may disable, restrict, or remove integrations or connections with any Third-Party Services at any time in its sole discretion without notice or liability. For clarity, Company makes no representations or warranties regarding any Third-Party Services, and all such services are provided “AS IS” and “AS AVAILABLE” without warranty of any kind, express or implied.
Article 17 – Trial, Evaluation, and Beta Services
From time to time, Company may, at its sole discretion, offer certain services to you on a free, trial, beta, or evaluation basis (“Evaluation Services”) for the purpose of assessing the Evaluation Services’ functionality, features, and suitability. Your use of such Evaluation Services is subject to the following additional terms (the “Evaluation Terms”):
17.1 License for Evaluation. Subject to the Agreement and these Evaluation Terms, Company grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Evaluation Services solely for internal evaluation purposes and for a limited duration specified by Company.
17.2 Fees During Evaluation. Evaluation Services may be offered free of charge during the designated evaluation period, as determined by Company in its sole discretion. Continued use beyond the evaluation period may require the payment of applicable fees and agreement to a paid subscription.
17.3 Use Limitations and Rights. Company retains all rights not expressly granted to Customer in this Agreement, including all intellectual property rights in the Evaluation Services, Documentation, and Company Intellectual Property . Customer’s use is strictly confined to the access granted in this Agreement and these Evaluation Terms, and any misuse of the Evaluation Services or Documentation, including but not limited to, unlawful activities, unauthorized copying or modification, and infringement of intellectual property rights, is strictly prohibited.
17.4 Restrictions. You agree not to (a) use the Evaluation Services for production purposes; or (b) reverse engineer, modify, or commercialize any part of the Evaluation Services.
17.5 Aggregated Statistics. Company may collect and compile anonymized data and information related to Customer’s use of the Evaluation Services. All rights and intellectual property in such data and information are owned solely by Company. Customer agrees that Company may publicly share and use such data and information in compliance with applicable laws, provided they do not identify Customer or Customer’s Confidential Information.
17.6 Feedback. Company is free to use any feedback, suggestions, or recommendations for changes to Company Intellectual Property provided by Customer, its employees, or contractors. All feedback will be considered non-confidential. Customer grants Company a non-exclusive, royalty-free, worldwide license to use the feedback for the purpose of improving the Evaluation Services and Services, without any obligation to compensate any party, although Company is not required to use any feedback.
17.7 Confidentiality. Customer agrees to keep confidential any information received from Company, including details about the Evaluation Services and other business, financial or technical information (“Evaluation Information”). The Customer will use the Evaluation Information only as needed for these Evaluation Terms, will not share it with anyone without the Company’s written permission, and will protect it from disclosure with at least the same care as its own confidential information. If legally required to disclose any Evaluation Information, Customer will notify Company in time to allow for protective measures.
17.8 Termination. Company may terminate access to the Evaluation Services at any time, with or without notice. Upon termination, you must cease use and destroy all copies of any related materials in your possession.
17.9 No Warranty. Evaluation Services may be less stable or secure than the production version. Company is not responsible for any loss, corruption, or unavailability of Customer Data during such periods. Customer is strongly encouraged to maintain its own backups and to avoid uploading sensitive or critical data to the evaluation environment. The Evaluation Services are provided “AS IS” for evaluation purposes only, and Company expressly disclaims all other warranties, whether express, implied, or statutory, including, but not limited to, any implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement of third-party rights. Company does not warrant that the operation of the Evaluation Services will be uninterrupted or error-free, or that the Evaluation Services will meet any particular criteria of performance or quality. This disclaimer of warranty constitutes an essential part of these Evaluation Terms. No use of the Evaluation Services is authorized hereunder except under this disclaimer.
17.10 Limitation of Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, COMPANY SHALL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE TO CUSTOMER OR ANY OTHER PARTY FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT, OR SPECIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS, ARISING OUT OF OR IN CONNECTION WITH THESE EVALUATION TERMS OR CUSTOMER’S USE OR ACCESS TO THE EVALUATION SERVICES, REGARDLESS OF THE FORM OF ACTION AND WHETHER OR NOT COMPANY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. DIRECT DAMAGES, IF ANY, ARISING OUT OF COMPANY’S BREACH OF THESE EVALUATION TERMS SHALL NOT EXCEED THE AMOUNT PAID BY CUSTOMER TO COMPANY FOR USE AND ACCESS TO THE EVALUATION SERVICES.
Article 18 – Territorial Restrictions
The Service is intended solely for use by individuals and entities located in the United States and its territories and possessions. By accessing or using the Service, you represent and warrant that you are located in the United States or one of its territories or possessions. Any access to or use of the Service from outside these jurisdictions is strictly prohibited and at your own risk, and Company disclaims any and all liability related thereto.
Article 19 – Export Regulations
Neither party will export, directly or indirectly, any technical data acquired from the other party pursuant to this Agreement (or any product utilizing such data) to any country for which the United States Government, any agency thereof, or any applicable foreign governmental body at the time of export requires an export license or other governmental approval without first obtaining such license or approval. Each party will comply with all applicable export and import laws and regulations..
Article 20 – Dispute Resolution and Arbitration
PLEASE READ THIS SECTION CAREFULLY, AS IT AFFECTS YOUR LEGAL RIGHTS.
Binding Arbitration: Any dispute, claim, or controversy arising out of or relating to these Terms, or your use of the Website, the Services or any services provided by Company that cannot be resolved informally shall be submitted to binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules. The arbitration will be conducted in New York, NY, unless otherwise agreed in writing, and will be resolved by a single arbitrator.
Class Action Waiver: To the fullest extent permitted by applicable law, you and Company agree that any arbitration or proceeding shall be limited to the dispute between the parties individually. You agree not to bring or participate in any class, collective, or representative action against Company, and that no such arbitration or proceeding shall be combined with any other arbitration or legal proceeding.
Exceptions: Notwithstanding the foregoing, either party may:
Seek equitable relief in a court of competent jurisdiction for injunctive or other equitable remedies to prevent actual or threatened infringement, misappropriation, or violation of a party’s intellectual property rights;
Bring an individual action in small claims court if the claim qualifies.
Governing Law: These Terms and any dispute related to your use of the Service, or any related services provided by Company shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of law principles, except to the extent such laws are preempted by U.S. federal law, including the Federal Arbitration Act (FAA), which shall govern the enforceability and interpretation of the arbitration provisions in this Section.
Opt-Out: You may opt out of this arbitration provision by sending a written notice to privacy@cpaqualitypro.com within thirty (30) days of your first use of the Service, or any related services provided by Company, stating your full name and expressing your intent to opt out of arbitration. If you do not opt out within the thirty-day period, you will be deemed to have accepted arbitration as set forth above.
Article 21 – Miscellaneous
21.1 Notices. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.
21.2 Severability. In the event of any invalidity of any provision of this Agreement, the parties agree that such invalidity will not affect the validity of the remaining portions of this Agreement and further agree to substitute for the invalid provision a mutually agreeable valid provision that most closely approximates the intent of the invalid provision.
21.3 Headings. The headings in this Agreement are for convenience of reference only and have no legal effect.
21.4 No Third-Party Beneficiaries. This Agreement is intended for the sole and exclusive benefit of the signatories and is not intended to benefit any third party. Only the parties to this Agreement may enforce it.
21.5 Assignment. Neither party may assign, transfer, or delegate any of its rights and obligations under this Agreement without the prior written consent of an authorized representative of the other party except Company may assign or transfer all or any portion of its rights or responsibilities under this Agreement by operation of law or otherwise to any other party in connection with a merger, acquisition, reorganization, or a sale of substantially all of its assets without prior notice to the other party. Any assignment in violation of this Agreement will be void and of no force and effect. All the terms and provisions of this Agreement will be binding upon and inure to the benefit of the parties, their successors and permitted assigns.
21.6 Relationship. Each party hereto is an independent contractor, and neither party is, nor will claim to be, a legal representative, partner, franchisee, agent or employee of the other. This Agreement sets forth the Parties’ entire liability and exclusive remedies relating to this Agreement and the Service provided to Customer under this Agreement.
21.7 Publicity. Except as expressly prohibited by Customer in the applicable Order Form, Company is permitted to make use of Customer’s Marks on the Website or other promotional materials either as a case study or to display that Customer is a customer of Company.
21.8 Force Majeure. Neither party will be liable to the other for a failure or delay in its performance of any of its obligations under this Agreement (except for the payment of amounts due hereunder) to the extent that such failure or delay is caused by circumstances beyond its reasonable control or by events such as fire, riot, flood, labor disputes, natural disaster, regulatory action, internet or telecommunications failures, terrorist acts, or other causes beyond such party’s reasonable control, provided that the nonperforming party gives notice of such condition and continues or resumes its performance of such affected obligation to the maximum extent and as soon as reasonably possible.
21.9 Entire Agreement. This Agreement (including the Schedules hereto) constitutes the entire understanding and agreement between the parties with respect to the subject matter addressed herein and supersedes any and all prior or contemporaneous oral or written communications with respect to the subject matter hereof, all of which are merged herein. In the event of a conflict between the foregoing terms and conditions and any Schedules to this Agreement, the foregoing terms and conditions will control. The parties agree that in the event Customer utilizes a purchase order, any term therein which purports to modify or supplement the terms of this Agreement will be void with no force or effect. Any provisions necessary to interpret the respective rights and obligations of the parties hereunder will survive any termination or expiration of this Agreement, regardless of the cause of such termination or expiration.
21.10 Changes to These Terms. We may modify these Terms from time to time in which case we will update the “Last Revised” date at the top of these Terms. If we make changes that are material, we will use reasonable efforts to attempt to notify you, such as by e-mail and/or by placing a prominent notice on the first page of the Website. However, it is your sole responsibility to review these Terms from time to time to view any such changes. The updated Terms will be effective as of the time of posting, or such later date as may be specified in the updated Terms. Your continued access or use of the Services after the modifications have become effective will be deemed your acceptance of the modified Terms. No amendment shall apply to a dispute for which an arbitration has been initiated prior to the change in Terms.
21.11 US Government Rights. The Service, including software, documentation and technical data provided in connection with the Services are “commercial items”, comprised of “commercial computer software”, “commercial computer software documentation”, and “technical data” with the same rights and restrictions generally applicable to the Service. The terms “commercial items”, “commercial computer software”, “commercial computer software documentation”, and “technical data” are defined in the applicable US Federal Acquisition Regulations and the Defense Federal Acquisition Regulation Supplement. If Customer is using the Service on behalf of the U.S. Government and these terms fail to meet the U.S. Government’s needs or are inconsistent in any way with U.S. federal law, Customer will immediately discontinue use of the Service.
21.12 Website Content. While we strive to provide accurate descriptions of our products and services, we do not warrant that the descriptions, pricing, or other content on the Website are accurate, complete, or current. We reserve the right to correct errors and to cancel any orders that were placed using incorrect descriptions or pricing. We do not warrant that the Website or its features will be accessible at all times or that it will function in an error-free manner. We reserve the right to cease operating the Website or any of its features at any time.