License Management Solutions, Inc.
These Beta Test Terms (the “Beta Terms”) govern your participation in the beta test of License Management Solutions, Inc.’s (“Company”) software application, which is known as CPA QualityPro (the “Services”).
By clicking “I Agree” or a similar acceptance button during signup, proceeding with registration, providing a payment method, or by accessing or using the Services, you (“Customer”) acknowledge and agree that such action constitutes your legally binding electronic signature to be bound by these Beta Terms. Customer affirms that they have the capacity and authority to enter into these Beta Terms and that doing so electronically satisfies any legal requirement that the agreement be in writing and signed. Company will maintain records of acceptance, including Customer identity and timestamp, as evidence of agreement. If you do not agree to these Beta Terms, do not use the Services.
IMPORTANT NOTICE: BY PARTICIPATING IN THE BETA TEST, CUSTOMER AGREES THAT UNLESS CUSTOMER OPTS OUT BEFORE OCTOBER 1, 2025, IN ACCORDANCE WITH SECTION 4 OF THESE BETA TERMS, CUSTOMER’S SUBSCRIPTION WILL AUTOMATICALLY CONVERT TO A PAID SUBSCRIPTION AT THE RATES DISCLOSED DURING SIGN UP OR OTHERWISE PROVIDED TO CUSTOMER IN WRITING, AND THE CREDIT CARD CUSTOMER PROVIDES WILL BE CHARGED ACCORDINGLY. TO OPT OUT OF THE PAID SUBSCRIPTION, CUSTOMER MUST USE THE OPT-OUT BUTTON OR PROCESS PROVIDED IN THE CUSTOMER’S ACCOUNT SETTINGS OR DASHBOARD ON THE COMPANY’S WEBSITE. THE COMPANY WILL MAINTAIN A RECORD OF ALL OPT-OUT REQUESTS SUBMITTED THROUGH THE WEBSITE. IF CUSTOMER DOES NOT OPT OUT AND CONTINUES TO ACCESS OR USE THE SERVICES ON OR AFTER OCTOBER 1, 2025, SUCH USE CONSTITUTES CUSTOMER’S ACCEPTANCE OF THE COMPANY’S TERMS OF SERVICE AND PRIVACY POLICY THEN IN EFFECT.
NOW THEREFORE, in consideration of the mutual promises and covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
Access Right. In accordance with the Beta Terms’ stipulations, Company grants Customer, a non-transferable, non-exclusive right during the Beta Period to: (a) access and utilize the Services solely for internal evaluation by authorized users; and (b) utilize Company’s Documentation for internal evaluation in relation to the Services. Customer shall refrain from using the Services and Documentation for any purpose other than internal evaluation and testing to assess the viability of entering into a commercial SaaS agreement with Company. The total number of authorized users will be limited to the number of authorized users specified in the subscription plan selected by the Customer during the beta test, unless specifically agreed upon in writing by both parties. Company retains all rights not expressly granted to Customer in these Beta Terms, including all intellectual property rights in the Services, Documentation, and Company intellectual property. Title to the Services and all changes, modifications, and derivative works thereto shall remain with Company and its licensors.
Use Limitations and Rights. Customer’s use is strictly confined to the access granted in these Beta Terms, and any misuse of the Services or Documentation, including but not limited to, unlawful activities, unauthorized copying or modification, and infringement of intellectual property rights, is strictly prohibited. Customer agrees to use the Services in a manner consistent with the Documentation and in accordance with the terms and conditions of these Beta Terms. Customer may not: (a) commercialize, resell, transfer, assign, sublicense, use, copy, distribute, or modify the Services, in whole or in part, or enable access to the Services to any third party, except as expressly permitted; (b) copy, modify, or create derivative works of the Services; (c) decompile, reverse engineer, disassemble, or attempt to discover any source code, underlying ideas, or algorithms of the Services, nor attempt to extract data or datasets unless expressly permitted by applicable law; or (d) remove or alter any copyright, trademark, or proprietary notices. 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 understands that the purpose of the evaluation is to assess the suitability of the Services for Customer’s business needs, and therefore agrees to provide Company with honest, accurate, and timely feedback.
Beta Period. The “Beta Period” begins on the date Customer accepts these Beta Terms and continues through September 30, 2025, unless earlier terminated as provided herein. If, following the conclusion of the Beta Period, Customer opts out of the paid subscription by October 1, 2025, in accordance with Section 4, Customer shall cease all use of the Services and destroy all related documentation upon termination, certifying destruction in writing if requested. Effective October 1, 2025, the Company’s then-current Terms of Service and Privacy Policy will govern any continued use of the Services by Customer and continued use of the Services on or after October 1, 2025, constitutes Customer’s acceptance of the then-current Terms of Service and Privacy Policy.
Fees. No fees are payable under these Beta Terms as the Services are in beta form and are not in final production form, provided that Customer agrees to provide valid credit card information at signup. Unless Customer opts out of the paid subscription by using the designated opt-out button or process available on the Company’s website (at https://cpaqualitypro.com/ or as otherwise communicated) before October 1, 2025, Customer’s access to the Services will automatically convert into a paid subscription at the rates disclosed during sign up or otherwise provided to Customer by Company in writing. To opt out of the paid subscription, Customer must use the opt-out button or process provided in the Customer’s account settings or dashboard on the Company’s website. The Company will maintain a record of all opt-out requests submitted through the website. Company will make the paid subscription Terms of Service and Privacy Policy available on its website at least two (2) weeks prior to October 1, 2025. It is Customer’s responsibility to review the updated terms and policy. By not opting out, Customer authorizes Company to charge the credit card provided at signup for the applicable subscription fees beginning on October 1, 2025. Continued use of the Services on or after October 1, 2025, constitutes Customer’s acceptance of the then-current Terms of Service and Privacy Policy.
Documentation. During the Beta Period, Company may from time to time, in its sole discretion, provide available publications, education materials and other documentation respecting the Services (the “Documentation”) to the Customer. All such materials shall be considered confidential and proprietary and shall be provided to the Customer subject to the confidentiality provisions of these Beta Terms.
Customer’s Obligations. If Customer has obligations to any third party, such as under the terms, conditions or policies of a telecommunication services provider that Customer uses or through which Customer purchases data services (as a non-limiting example), Customer, and not Company, is solely responsible for compliance with those requirements. By providing Customer with access to the Services during the Beta Period, Company does not warrant or guarantee that how Customer may choose to use the Services is allowed by any particular service provider, nor that Customer’s use complies with any laws or regulations that may apply to Customer’s use or purchase of any other services. Company is not liable for Customer’s failure to comply with any applicable local, state, national and foreign laws, treaties and regulations or any contracts, rules, policies or procedures applicable to Customer’s activities. The Customer is responsible for: (a) the actions of users using the Services in accordance with these Beta Terms; (b) ensuring that users agree to any further terms and conditions as may be provided by Company from time to time for users; and (c) informing Company of any information about users’ actions that may affect either the Services or third party data contained in or used by the Services, or Company’s ability to provide the Services as contemplated by these Beta Terms.
During the Beta Period, the Customer agrees to:
i. Assign a Beta Representative as a primary point of contact;
ii. Allocate appropriate personnel for use, testing, and support;
iii. Provide necessary hardware, internet, and environment for Services access;
iv. Access and evaluate the Services;
v. Provide feedback on usability, performance, and features;
vi. Promptly notify Company in writing upon becoming aware of any actual or suspected unauthorized access to or use of the Services, any security breach, or any unauthorized disclosure of data or confidential information related to the Services; and
vii. Allow reasonable Company access, subject to security procedures.
Feedback. Customer will provide reasonable feedback to Company concerning the features and functionality of the Services. If Customer provides feedback to Company, all such feedback will be the sole and exclusive property of Company. Customer hereby irrevocably transfers and assigns to Company and agrees to irrevocably assign and transfer to Company all of Customer’s right, title, and interest in and to all feedback including all intellectual property rights therein (collectively, “Intellectual Property Rights”). Customer will not earn or acquire any rights or licenses in the Services or in any Company Intellectual Property Rights on account of these Beta Terms or Customer’s performance under these Beta Terms, even if Company incorporates any feedback into the Services.
Delivery and Access. Company will provide the Services through electronic delivery, and Customer will be responsible for accessing and setting up the Services as needed. Company may provide reasonable assistance in connection with such setup, which may include, but is not limited to, providing step-by-step setup guides, troubleshooting support via email or telephone, and answering queries related to the setup process. In the event that the Customer requires additional support, including on-site setup or extensive IT support services, the Company may provide such services at an agreed-upon fee.
Indemnification. Customer agrees to indemnify, hold harmless, and, upon Company’s request, defend Company and its affiliates and their respective contractors, licensors and agents and all such person’s officers, directors and employees, from and against all third party claims, actions and demands, and all resulting liabilities, damages and losses of any type, expenses (including reasonable legal fees), settlements, or judgments suffered or incurred by such parties to the extent that they result from or arise out of: (a) access, installation or use of the Services by the Customer and its users; (b) the failure of Customer to comply with any applicable laws, including applicable export laws; (c) breach of any of the terms and conditions of these Beta Terms, and (d) any representations by Customer or the users regarding the Services, or the use of performance thereof, howsoever made, without the prior written consent of Company.
Support. Company may, at its sole discretion, provide support to Customer in relation to the Services and Documentation. However, under the terms of these Beta Terms, Company is under no obligation to provide support, maintenance, upgrades, modifications, or new releases of the Services or Documentation to Customer. Any such support provided is at Company’s discretion and does not create a duty or obligation to provide further or continuing support. Company does not guarantee that the general release will be identical to the Services and may require reinstallation. Company is not obligated to offer or maintain the Services beyond the Beta Period.
Confidentiality. “Confidential Information” refers to any information disclosed by Company to Customer, either directly or indirectly, in writing, orally, or by inspection of tangible objects. This includes, but is not limited to, the Services, Documentation, code, technology, know-how, ideas, algorithms, testing procedures, structure, interfaces, specifications, documentation, bug reports, problem reports, analysis and performance information, benchmarks, software documents, and other technical, business, product, marketing, and financial information, plans and data. Customer acknowledges and agrees that the Confidential Information constitutes valuable trade secrets of Company. Customer agrees to maintain the confidentiality of the Confidential Information and to protect its integrity with at least the same degree of care that it uses to protect its own proprietary information, but in no event less than a reasonable degree of care. Customer agrees not to use the Confidential Information for any purpose, other than as necessary to fulfill its obligations and exercise its rights under these Beta Terms. Customer shall not disclose Confidential Information to any third party without the prior written consent of Company. Customer undertakes to limit access to the Confidential Information to only those employees or consultants who require such information for the purposes of these Beta Terms and who are bound by confidentiality obligations that are at least as restrictive as those outlined in these Beta Terms. In the event that Customer is required to disclose Confidential Information pursuant to law, Customer shall notify Company of the required disclosure with sufficient time for Company to seek relief, cooperate with Company in taking appropriate protective measures, and make such disclosure in a fashion that maximizes protection of the Confidential Information from further disclosure.
Acknowledgement of Beta Services. Customer acknowledges and agrees that: (a) the Services are not an official product and have not been commercially released for sale by Company; (b) the Services may not operate properly, be in final form or fully functional; (c) the Services may contain errors, design flaws or other problems; (d) it may not be possible to make the Services fully functional; (e) the information obtained using the Services may not be accurate and may not accurately correspond to information extracted from any database or other source; (f) use of the Services may result in unexpected results, loss of data or communications, project delays or other unpredictable damage or loss; (g) Company is under no obligation to release a commercial version of the Services; and (h) Company has the right unilaterally to abandon development of the Services, at any time and without any obligation or liability to Customer. The Services are in active development and features will be added, modified, or removed during the Beta Period at Company’s sole discretion. Customer acknowledges that the Services provided during Beta may be limited in functionality and may change without prior notice. Customer acknowledges and agrees that it should not rely on the Services for any reason. Customer is solely responsible for maintaining and protecting all data and information that is retrieved, extracted, transformed, loaded, stored or otherwise processed by the Services. Customer will be responsible for all costs and expenses required to backup and restore any data and information that is lost or corrupted as a result of Customer’s use of the Services. 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.
Customer Data. Customer acknowledges and agrees that Company may collect, process, analyze, and use data submitted, uploaded, or generated by Customer’s use of the Services to provide services, to operate, maintain, improve, and enhance the Services or services, including large language models, artificial intelligence and/or machine learning model training, or to derive analytics and insights for Company’s internal business purposes. Company acknowledges that all intellectual property rights related to data, information, and content submitted or transmitted by or on behalf of Customer or an authorized user through the Services (“Customer Data”) are owned by Customer. Customer grants Company a non-exclusive, royalty-free, worldwide license to use and display Customer Data as necessary to provide the Services. Customer grants to Company a world-wide, non-exclusive, royalty-free license to aggregate or compile Customer Data with the customer data of other customers using the Services so long as such aggregation or compilation omits any data that would enable the identification of Customer, its clients or any individual, company or organization (“Aggregated Data”). Company shall have a worldwide, perpetual, royalty-free license to use, modify, distribute and create derivative works based on such Aggregated Data, including all reports, statistics or analyses created or derived therefrom. Additionally, Customer grants Company the right to access Customer Data to provide feedback to Customer concerning its use of the Services.
Data and Privacy. Customer represents and warrants that it owns all Customer Data provided to Company and has the right to share such data with Company for use as described in these Beta Terms. Customer further represents that it complies with all applicable privacy laws and has obtained all necessary consents from its users or customers for Company to collect, use, and store Customer Data. Customer agrees not to provide Company with any data for which it does not have the necessary rights or consents, or which is not needed for use of the Services. If Company provides data directly to Customer or through an authorized third party, Company represents it has the right to do so, subject to the warranties and representations made by Customer in these Beta Terms. Customer acknowledges that the Services are in beta and may not have all security and privacy features of a commercially released product. Company will use reasonable efforts to protect Customer Data but does not guarantee absolute security or privacy. Customer is responsible for ensuring that no sensitive or regulated personal data (such as PHI, PCI, or other protected classes) is uploaded to the Services during the Beta Period. Customer acknowledges that any Customer Data stored by Company is at Customer’s own risk, and Company does not guarantee the security of such data. Customer acknowledges and agrees that use of or connection to the Internet is inherently insecure and provides opportunity for unauthorized access by a third party to Customer’s and its users’ (as well as Company’s) computer systems, networks and any and all information stored therein. Customer is solely responsible for ensuring that (a) Customer’s computer systems are secure and protected from unwanted interference (such as “hackers” and viruses), (b) all transmissions are screened for viruses or other harmful code prior to transmission to Company’s servers; and (c) Customer Data is encrypted. COMPANY DOES NOT GUARANTEE THE PRIVACY, SECURITY, AUTHENTICITY, AND NON- CORRUPTION OF ANY INFORMATION TRANSMITTED OR STORED IN ANY SYSTEM CONNECTED TO THE INTERNET. COMPANY SHALL NOT BE RESPONSIBLE FOR ANY ADVERSE CONSEQUENCES WHATSOEVER OF CUSTOMER’S OR ITS USERS’ CONNECTION TO OR USE OF THE INTERNET, AND COMPANY SHALL NOT BE RESPONSIBLE FOR ANY USE BY CUSTOMER OR ANY USER OF CUSTOMER’S INTERNET CONNECTION IN VIOLATION OF ANY LAW, RULE OR REGULATION.
Publicity. Unless Customer notifies Company in writing otherwise, Customer consents to being identified as a beta customer of the Services in Company’s marketing materials and website. With reasonable notification, Customer agrees to be a positive reference for Company during and after the Beta Period.
Termination. Company may terminate these Beta Terms without cause by giving Customer at least five (5) days’ written notice. Company may immediately terminate these Beta Terms in the event of any failure to comply with any of the above terms. Such termination shall be in addition to and not in lieu of any criminal, civil or other remedies available to Company.
Dispute Resolution and Governing Law. The parties shall first attempt in good faith to resolve any dispute, controversy, or claim arising out of or relating to these Beta Terms through negotiation between senior executives, meeting within fifteen (15) days of written notice of dispute. If the dispute is not resolved within thirty (30) days of such meeting, either party may request mediation before a mutually agreed mediator, to be completed within forty-five (45) days of the mediation request. If mediation fails, the dispute shall be finally resolved by binding arbitration under the rules of the American Arbitration Association, with the arbitration held in New York, NY. The costs of mediation and arbitration shall be shared equally. Either party may seek urgent injunctive relief in any court of competent jurisdiction if necessary. This clause shall survive termination of the Beta Terms. The provisions of these Beta Terms and all the rights and obligations of the parties hereunder, shall be governed by and construed in accordance with the laws of the State of New York without regard to principles of conflicts of laws.
Warranty Disclaimers. THE 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 NONINFRINGEMENT OF THIRD-PARTY RIGHTS. COMPANY DOES NOT WARRANT THAT THE OPERATION OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT THE SERVICES WILL MEET ANY PARTICULAR CRITERIA OF PERFORMANCE OR QUALITY. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THESE BETA TERMS. NO USE OF THE SERVICES IS AUTHORIZED HEREUNDER EXCEPT UNDER THIS DISCLAIMER. THE SERVICES MAY INCORPORATE OR INTEROPERATE WITH THIRD-PARTY SERVICES, PRODUCTS, OR PLATFORMS (“THIRD-PARTY SERVICES”). COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING, AND SHALL HAVE NO RESPONSIBILITY OR LIABILITY FOR, ANY THIRD-PARTY SERVICES, INCLUDING WITHOUT LIMITATION THEIR AVAILABILITY, SECURITY, FUNCTIONALITY, OR COMPLIANCE WITH APPLICABLE LAWS. THE WARRANTY DISCLAIMERS ABOVE REPRESENT THE INHERENT RISKS ASSOCIATED WITH BETA PLATFORMS AND THE FACT THAT THE SERVICES ARE BEING PROVIDED AT NO COST TO THE CUSTOMER. CUSTOMER ACKNOWLEDGES AND AGREES THAT THE DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY SET OUT IN THESE BETA TERMS ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF BARGAIN BETWEEN THE PARTIES AND COMPANY WOULD NOT BE ABLE TO PROVIDE THE BETA SERVICES, OR THE DOCUMENTATION WITHOUT SUCH LIMITATIONS.
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 BETA TERMS, 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 BETA TERMS SHALL NOT EXCEED THE AMOUNT PAID BY CUSTOMER TO COMPANY UNDER THESE BETA TERMS.
The limitations of liability set forth in these Beta Terms reflect the allocation of risk negotiated and agreed to by the parties. The parties would not enter into these Beta Terms without these limitations on its liability. These limitations will apply notwithstanding any failure of essential purpose of any limited remedy
Compliance with Laws. Customer represents and warrants to Company that it and its users will at all times be in compliance with all applicable local, state, provincial, federal and international laws including but not limited to those laws regarding restrictions on exports, defamation, libel, harm to reputation, invasion of privacy, misuse or failure to protect personal information, violation of secrecy, confidentiality, unfair competition and other situations which could generate liability. Customer shall not export, re-export, or transfer any part of the Services or related technical data in violation of any applicable export laws or regulations, including U.S. export control laws.
Miscellaneous.
(a) Entire Agreement. These Beta Terms constitutes the complete and exclusive understanding and agreement between the parties regarding the Services during the Beta Period, and supersedes all prior or contemporaneous agreements, proposals, negotiations, representations, and communications, whether oral or written.
(b) Amendments. Company may amend or update these Beta Terms at any time by posting the revised terms on its website or within the Services. Unless otherwise specified in the updated terms, the revised Beta Terms will become effective immediately upon posting. Customer’s continued access to or use of the Services after the revised Beta Terms are posted constitutes Customer’s acceptance of the changes. If Customer does not agree to the revised Beta Terms, Customer must stop using the Services.
(c) Severability. If any provision of these Beta Terms is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect.
(d) Waiver. No failure or delay by either party in exercising any right under these Beta Terms shall constitute a waiver of that right.
(e) Assignment. Customer may not assign or transfer any rights or obligations under these Beta Terms without Company’s prior written consent, and any attempted assignment in violation of this section shall be null and void.
(f) Relationship of the Parties. The parties are independent contractors. Nothing in these Beta Terms shall be construed as creating a partnership, joint venture, agency, or employment relationship between the parties.
(g) Non-Exclusivity. This is a non-exclusive agreement. Nothing contained herein shall be deemed to restrict either party from quoting, offering to sell or selling to others. Nothing contained in these Beta Terms precludes or in any way limits either party from entering into similar agreements with other entities.
(h) Force Majeure. Company shall not be liable for any delay or failure to perform due to causes beyond its reasonable control, including acts of God, labor disputes, governmental actions, or interruptions in internet or hosting services.
(i) Notices. All notices or communications under these Beta Terms will be in writing. Notices from Company to Customer may be delivered by email to the email address associated with Customer’s account, by posting within the Services or Customer’s account dashboard, or by posting a notice on the Company’s website. Notices from Customer to Company must be sent via email at info@CpaQualityPro.com. Notice will be deemed given (a) when sent by email, on the date the email is sent; or (b) if posted within the Services or on the website, upon posting, three (3) business days after mailing. It is Customer’s responsibility to keep their contact information current.
(j) Construction. The headings in these Beta Terms are for reference purposes only and shall not affect the interpretation or meaning of these Beta Terms.
(k) Survival. The provisions of these Beta Terms that by their nature should survive termination or expiration, including without limitation confidentiality obligations, ownership rights, data usage rights, indemnification, disclaimers, limitations of liability, and any accrued rights to payment, shall survive any termination or expiration of these Beta Terms.