Terms of Use

Before you access our services, please read these Terms of Use carefully.

These Terms of Use (the "Terms", and together with any applicable Supplemental Terms as defined below, the "Agreement") govern your use of CPAPASS and other products and services we may offer for individuals, along with any associated applications, software, and websites (collectively, our "Services"). This Agreement forms a legally binding contract between you ("User", "you", "your") and CPAPASS ("we", "us", "our"). By accessing our Services, you agree to be bound by this Agreement.

PLEASE READ THIS AGREEMENT CAREFULLY. THIS AGREEMENT GOVERNS THE USE OF THE SERVICES AND APPLIES TO ALL USERS VISITING OR ACCESSING THE SERVICES. BY ACCESSING OR USING THE SERVICES IN ANY WAY, ACCEPTING THIS AGREEMENT OR COMPLETING THE ACCOUNT REGISTRATION PROCESS, YOU REPRESENT THAT: (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THIS AGREEMENT, (2) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT, (3) YOU ARE NOT BARRED FROM USING THE SERVICES UNDER THE LAWS OF YOUR PLACE OF RESIDENCE, AND (4) YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT PERSONALLY. IF YOU DO NOT AGREE TO BE BOUND BY THE AGREEMENT, YOU MAY NOT ACCESS OR USE THE SERVICES. YOU MUST BE AT LEAST 18 YEARS OLD TO USE THIS SERVICE.

IF YOU SUBSCRIBE TO ANY FEATURE OR FUNCTIONALITY OF THE SERVICE FOR A TERM (THE "INITIAL TERM"), THEN YOUR SUBSCRIPTION WILL BE AUTOMATICALLY RENEWED FOR ADDITIONAL PERIODS OF THE SAME DURATION AS THE INITIAL TERM AT THE THEN-CURRENT FEE FOR SUCH FEATURES AND FUNCTIONALITY UNLESS YOU OPT OUT OF THE AUTOMATIC RENEWAL IN ACCORDANCE WITH SECTION 4 BELOW.

1. Artificial Intelligence Disclaimer

Artificial Intelligence ("AI") and machine learning are rapidly evolving fields of research. CPAPASS uses AI technology to select practice questions and generate explanations for CPA exam preparation. When using or accessing the Services, you need to be aware of the following:

1.1 Basic Understanding and Responsibility

• You acknowledge that you are interacting with an AI system that selects practice questions and provides educational content.
• AI systems are based on probabilistic models, which may result in misunderstandings, errors, or inaccuracies in the selected content or explanations.
• CPAPASS is not responsible for any misunderstandings or inaccuracies caused by AI-selected content or explanations.
• Output results may contain watermarks or other forms of identification, which are inherent components of the system.

1.2 User Responsibilities

• You are responsible for independently reviewing all Output (as defined below) including practice questions, answers, and explanations.
• You should exercise personal judgment before relying on Output for your CPA exam preparation.
• You are fully responsible for monitoring and approving the use of Output in your study routine.
• You assume responsibility for any decisions, actions, or omissions based on Output, including exam preparation strategies.
• You should cross-reference AI-selected content with official CPA exam materials and authoritative accounting resources.

1.3 Inherent Limitations of AI Functionality

• Outputs may contain errors, inaccurate information, or outdated accounting standards.
• AI lacks creative thinking and may produce repetitive or formulaic content.
• AI may struggle to understand subtle nuances in accounting concepts, including recent regulatory changes.
• AI cannot understand or express context like human instructors can.
• AI outputs may perpetuate biases present in its training data.
• AI has limitations in performing complex reasoning and judgment tasks required for advanced accounting scenarios.
• AI relies on large volumes of training data, and issues with training data quality can affect Output accuracy.
• The AI may not reflect the most recent changes to CPA exam content, format, or scoring methodology.

2. Access and Use

2.1 Access Rights

Subject to these Terms, we grant you a limited, non-exclusive, non-transferable license to access and use our Services solely for your own personal educational purposes. We reserve the right to modify, suspend, or terminate any part of the Services at any time without prior notice. You agree not to use the Services in any way that could damage their functionality or accessibility.

Subject to your compliance with this Agreement, we grant you a limited non-exclusive, non-transferable, non-sublicensable, revocable license to download, install and use a copy of any mobile application on a single device that you own or control and to run such copy solely for your own personal educational purposes.

2.2 Account Responsibilities

To access our Services, you must complete account registration and ensure that the information you provide is accurate, up-to-date, and complete. You must promptly update any changes and must not impersonate others or provide false information. Your login credentials (e.g., username, password, access keys) must remain confidential, and you are responsible for all activities conducted under your account. If you detect unauthorized use or security breaches, you must notify us immediately. We reserve the right to disable your account if you violate these Terms or provide false information.

2.3 Prohibited Conduct

As a condition of use, you agree not to use the Services for any purpose that is prohibited by this Agreement or by applicable law and regulations, and any other documentation, guidelines, or policies we make available to you.

You shall not (and shall not permit any third party to):

• License, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit the Services or any portion of the Services;
• Frame or utilize framing techniques to enclose any trademark or logo located on the Service or any other portion of the Services (including images, text, page layout or form);
• Use any metatags or other "hidden text" using our name or trademarks;
• Modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the Services except to the extent the foregoing restrictions are expressly prohibited by applicable law;
• Use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools, or the like) to "scrape" or download data from any web pages contained in the Services;
• Remove or destroy any copyright notices or other proprietary markings contained on or in the Services;
• Impersonate any person or entity, including any employee or representative of CPAPASS;
• Interfere with or attempt to interfere with the proper functioning of the Services or use the Services in any way not expressly permitted by this Agreement;
• Introduce viruses, worms, or similar harmful code into the Service;
• Interfere or attempt to interfere with use of the Services by any other user, host, or network, including by means of overloading, "flooding," "spamming," "mail bombing," or "crashing" the Service;
• Share, distribute, or publish any practice questions, answers, or explanations selected by the Service to any third party or public forum;
• Use the Service to create competing products or services;
• Attempt to gain unauthorized access to any portion of the Services or any other systems or networks connected to the Services.

2.4 Abuse

Abuse is prohibited. Abuse includes:

• Using false information, multiple accounts, or automated tools for Activities;
• Circumventing Activity rules or exploiting system vulnerabilities;
• Using Services for illegal, harmful, or inappropriate purposes;
• Sharing account credentials with others;
• Violating other Agreement provisions.

Upon discovering Abuse, we may:

• Deduct credits or disqualify users from Activities;
• Suspend accounts temporarily or permanently;
• Take appropriate legal action for severe abuse of service.

2.5 Usage Restrictions

The Services may impose usage restrictions on specific features or settings, such as limits on access frequency, number of questions selected, storage capacity, or other system resources. Related limitations or restrictions are set out in documentation, guidelines, or policies we make available to you.

2.6 Supplemental Terms

Your use of, and participation in, certain features and functionality of the Services may be subject to additional terms ("Supplemental Terms"). Such Supplemental Terms will either be set forth in the applicable supplemental Services or will be presented to you for your acceptance when you sign up to use the supplemental Services. If these Terms are inconsistent with the Supplemental Terms, then the Supplemental Terms control with respect to such supplemental Services.

2.7 Third Party Accounts

The Services may allow you to provide content from third-party services where you maintain an account ("Third Party Account"). By allowing us to access your Third-Party Account, you represent that you are entitled to disclose your Third-Party Account login information to us and/or grant us access to your Third-Party Account without breach by you of any of the terms and conditions that govern your use of the applicable Third-Party Account. YOUR RELATIONSHIP WITH THE THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS.

3. Ordering and Fees

3.1 Third-Party Processors

We use Stripe as our third-party service provider for payment services (e.g., card acceptance, merchant settlement, and related services) ("Payment Processor"). If you make a purchase on the Services, you will be required to provide your payment details and any additional information required to complete your order directly to our Payment Processor. You agree to be bound by Stripe's Privacy Policy and its Terms of Service and hereby consent and authorize us and Payment Processor to share any information and payment instructions you provide with one or more Payment Processor(s) to the minimum extent required to complete your transactions.

Please note that online payment transactions may be subject to validation checks by our Payment Processor and your card issuer, and we are not responsible if your card issuer declines to authorize payment for any reason. For your protection, our Payment Processor uses various fraud prevention protocols and industry standard verification systems to reduce fraud and you authorize it to verify and authenticate your payment information. Your card issuer may charge you an online handling fee or processing fee. We are not responsible for this.

3.2 Payment and Order Processing

You shall pay all fees or charges ("Fees") to your account in accordance with the fees, charges and billing terms in effect at the time a Fee is due and payable. By providing us and/or our Payment Processor with your payment information, you agree that we and/or our Payment Processor is authorized to immediately invoice your account for all Fees due and payable hereunder and that no additional notice or consent is required.

You shall immediately notify us of any change in your payment information to maintain its completeness and accuracy. We reserve the right at any time to change our prices and billing methods in our sole discretion. You agree to have sufficient funds or credit available upon placement of any order to ensure that the purchase price is collectible by us. Your failure to provide accurate payment information to us and/or our Payment Processor or our inability to collect payment constitutes your material breach of this Agreement. Except as set forth in this Agreement, all Fees for the Services are non-refundable.

3.3 Taxes

The Fees do not include any Sales Tax that may be due in connection with the Services provided under this Agreement. If we determine we have a legal obligation to collect Sales Tax from you in connection with this Agreement, we shall collect such Sales Tax in addition to the Fees. If any services, or payments for any services, under this Agreement are subject to any Sales Tax in any jurisdiction and you have not remitted the applicable Sales Tax to us, you shall be responsible for the payment of such Sales Tax and any related penalties or interest to the relevant tax authority. For purposes of this Section, "Sales Tax" means any sales or use tax and any other tax measured by sales proceeds that is the functional equivalent of a sales tax where the applicable taxing jurisdiction does not otherwise impose a sales or use tax.

4. Subscription, Credits, and Refund Policy

4.1 Subscription Management

Certain services or specific portions thereof are only available with a paid subscription. Depending on the type of subscription plan selected at the time of purchase, you will be billed periodically (monthly or annually) in advance. At the end of each billing cycle, your subscription will automatically renew at the then-current pricing unless cancelled by either you or us. By subscribing, you authorize us to charge the payment method designated in your account now, and again at the beginning of any subsequent subscription period.

You can cancel your subscription renewal by contacting us via email at support@cpapass.ai or through the user profile page. You will not receive a refund for fees already paid for the current subscription period, and you will continue to have access to the service until the end of your current subscription period.

4.2 Billing and Fee Changes

You must provide our payment system with accurate and complete billing information, including your full name, address, state, postal code, phone number, and valid payment method details. If automatic billing fails for any reason, we will issue an electronic invoice indicating that you must manually make full payment corresponding to the billing period indicated on the invoice by a specified due date.

We reserve the right, at our sole discretion, to modify subscription fees at any time. Any changes to subscription fees will become effective at the end of the current subscription period. We will provide you with reasonable advance notice prior to any change in subscription fees taking effect, allowing you the opportunity to terminate your subscription before such changes become effective. Continuing to use the service after the subscription fee change is effective constitutes your agreement to pay the modified subscription fee amount.

4.3 Credits

The Services may operate on a credit-based system. Credits may be purchased, earned, or granted through promotions or subscriptions. Each service consumes a predefined number of credits ("Credits") based on complexity, volume, or duration, which is determined at our sole discretion. We retain full discretion to determine the value of a Credit, including but not limited to, the amount or type of processing, service access, or computational resources each credit enables.

Credit consumption rates may vary depending on the type of service accessed, the complexity of the request, the size or length of the input or output, or any other relevant technical factor. We make no guarantees that a specific number of Credits will yield a fixed quantity or quality of output. We reserve the right to modify, increase, or decrease the number of credits required to access specific features, tools, or capabilities, with or without prior notice.

All Credit purchases are final and non-refundable, except where required by law. Upon termination of your account for any reason, unused Credits may be forfeited without compensation. Credits may only be used by the account to which they were issued and may not be transferred, resold, or exchanged for cash or other value.

4.4 Refund Policy

Except where required by applicable law, all payments made for subscriptions, Credits, or other paid features are final and non-refundable. You acknowledge that once access to a paid service or Credit has been granted, we have fully performed our obligations and no refund will be issued.

We may, at our sole discretion, consider a partial refund request in exceptional circumstances. If approved, any refund will be calculated based on the proportion of unused Credits or subscription time, excluding any discounts, promotions, or taxes paid. The final determination of eligibility and refund amount rests entirely with us.

Refunds (if approved) will be processed to your original payment method within 5-10 business days, depending on your payment institution's processing time. We reserve the right to refuse refunds if your account has been restricted, suspended, or terminated due to policy violations, abuse, or fraud; you have already received a prior refund; you purchased via promotions or discounted pricing; or the refund request relates to used Credits or consumed services.

For any refund inquiries, contact us at support@cpapass.ai.

5. Artificial Intelligence/Content

5.1 Your Responsibility

Subject to your compliance with this Agreement, you may share or upload information, data, text, and other materials ("Content") through the Services, including by way of your prompts, comments, questions, and other input to the Services (collectively, "Input"). You, and not us, are entirely responsible for all Input that you upload, share, post, email, transmit, query or otherwise make available through or to the Service.

When you make available any Input on or to the Service, you represent that you own and/or have sufficient rights to use such Input in connection with the Service. In response to any prompts, comments, questions, and other Input that you provide to the Services, the Services may generate new Content including practice questions, answers, explanations, and study materials (the "Output"). You acknowledge that the Output is based on your Input, and that we have no control over or responsibility for any such Input.

Accordingly, all Output is provided "as is" and with "all faults", and we make no representations or warranties of any kind or nature with respect to any Input or Output, including any warranties of accuracy, completeness, truthfulness, timeliness or suitability for CPA exam preparation. You are solely responsible for your use of your Output created through the Services, and you assume all risks associated with your use of any Output, including any potential copyright infringement claims from third parties, any decisions made or actions taken in reliance on any Output, or any disclosure of your Output that personally identifies you or any third party.

5.2 Content Ownership

We do not claim ownership of any Input or Output (collectively, "Your Content"). Subject to Section 5.3, as between us and you, you are the owner of all right, title and interest in Your Content. Notwithstanding the foregoing, given the nature of the Service, you acknowledge that: (a) Output may not be unique across users and the Services may generate the same or similar output for another user under similar terms; and (b) we do not represent or warrant that the Output is protectable by any intellectual property rights under applicable law.

5.3 License

You grant us and our affiliates, successors, and assigns a non-exclusive, worldwide, royalty-free, fully paid-up, transferable, sublicensable right to: (a) during your use of the Services, allow us to copy, display, upload, perform, distribute, store, modify, and otherwise use Your Content to provide and operate the Services and monitor your compliance with these Terms; and (b) a perpetual and irrevocable license to use Your Content in an aggregated manner to improve the Services and create Usage Data. This helps us enhance the accuracy and overall efficiency of the Services. For the avoidance of doubt, our use under the foregoing license does not imply our endorsement or ownership of Your Content in any event.

5.4 AI Services

We provide certain features leveraging third-party artificial intelligence and deep learning platforms, algorithms, services, tools and models ("AI Services") to power the Service's functions. By using these functions, you hereby consent and authorize us to share any Content you provide with one or more third-party providers of such AI Services to complete your request.

The Services may utilize the AI Services to generate Output. You acknowledge and agree that we may share your Inputs with the AI Services for this purpose and such AI Services may not be required to maintain the confidentiality of any of Your Content. You assume all risks associated with your use of such AI Services. We will have no liability for the unavailability of any AI Services, or any third party's decision to discontinue, suspend or terminate any AI Services.

YOU, AND NOT US, SHALL BE SOLELY RESPONSIBLE FOR YOUR USE OF THE FUNCTIONS THAT UTILIZE AI SERVICES. YOU ACKNOWLEDGE AND AGREE THAT ANY DECISIONS YOU MAKE OR ANY CONDUCT YOU ENGAGE IN AS A RESULT OF THE INFORMATION PROVIDED BY THE AI SERVICES IS AT YOUR OWN RISK. BECAUSE THE AI FEATURES UTILIZE ARTIFICIAL INTELLIGENCE TO COMMUNICATE WITH YOU, THEY MAY PROVIDE INFORMATION THAT IS AN INACCURATE OR INAPPROPRIATE RESPONSE TO YOUR REQUESTS. YOU AGREE THAT WE WILL NOT BE HELD LIABLE TO YOU OR ANY THIRD PARTY FOR THE AI SERVICES PROVIDING INACCURATE OR INAPPROPRIATE INFORMATION TO YOU OR ANY DECISIONS MADE IN RELIANCE ON SUCH INFORMATION.

5.5 Content Restrictions

Your use of the Services must comply at all times with this Agreement. Without limiting the foregoing, you must not share or make available Input or other Content on or through the Service, or attempt to create Output through the Service, that:

• Is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another's privacy, tortious, obscene, pornographic, offensive, or profane;
• Infringes or misappropriates any third party's intellectual property rights or other proprietary rights;
• Contains any viruses, worms, spyware or other malicious computer programming codes that may damage or disrupt the Services;
• Contains any sensitive personal information, including Social Security numbers, protected health information, biometric information, financial account data, or personal information of children under 16 years of age;
• Involves commercial activities and/or sales without our prior written consent.

5.6 Content Storage

Unless expressly agreed to by us in writing elsewhere, we have no obligation to store any of Your Content. We have no responsibility or liability for the deletion or accuracy of any Content, including Your Content; the failure to store, transmit, or receive transmission of Content; or the security, privacy, storage, or transmission of other communications originating with or involving use of the Services.

5.7 Third-Party Websites, Applications and Ads

The Services may contain links to third-party websites, applications, advertisements for third parties, and may allow or require you to integrate and/or use third-party services (collectively, the "Third-Party Services"). When you click on a link to a Third-Party Service, we will not warn you that you have left the Service and you become subject to the terms and conditions of another website or destination.

Such Third-Party Services are not under our control. We are not responsible for any Third-Party Services. We provide these Third-Party Services only as a convenience and do not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Services, or any product or service provided in connection therewith. You use all Third-Party Services at your own risk.

6. Intellectual Property

6.1 Ownership

Please note, we do not own any of your Input or Output (as described in Section 5.2 above). We retain all rights, title, and interest in and to the Usage Data (as defined below), the Services (including the skills, expertise, and methods used to provide the service), and any improvements, enhancements, or modifications thereof, including all Intellectual Property Rights.

"Intellectual Property Rights" refers to patents, rights to inventions, copyrights and related rights, moral rights, data rights and database rights, rights to software code, domain names, trademarks, logos, and trade names, rights to goodwill and protection against passing off, design rights, rights to confidential information, and any other intellectual property rights, whether registered or unregistered, including all applications for such rights.

"CPAPASS" and all related stylizations, graphics, logos, service marks and trade names used on or with the Services are our trademarks and may not be used without permission in connection with your, or any third-party's, products or services.

You hereby authorize us and our third-party service providers to generate data, information, insights, statistics, and usage data related to our provision of the Services and your use of the service and associated software, systems, programs, and technologies ("Usage Data").

6.2 Third-Party Intellectual Property

The Services may include intellectual property, including open-source software owned by third parties. Such third-party intellectual property may be licensed to you under separate or different terms and conditions ("Third-Party Terms"), which are not granted to you under these Terms of Service. We are not responsible for such third-party intellectual property, and you acknowledge and agree that we are not liable for any losses, damages, costs, or expenses you may suffer or incur in connection with any third-party intellectual property or Third-Party Terms.

6.3 Feedback

You agree that submission of any ideas, suggestions, documents, and/or proposals to us through suggestion, feedback, forum, or similar pages ("Feedback") is at your own risk and that we have no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to us a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, in connection with the operation and maintenance of the Services and/or our business.

7. Term and Termination

The term of this Agreement commences on the date when you accept this Agreement, and continues in full force and effect while you use the Services, unless terminated earlier in accordance with this Agreement.

If you have materially breached any provision of this Agreement, or if we are required to do so by law (e.g., where the provision of the Services is, or becomes, unlawful), we have the right to, immediately and without notice, suspend or terminate any Services provided to you. We reserve the right to terminate this Agreement or your access to the Services at any time without cause upon notice to you. You agree that all terminations for cause are made in our sole discretion and that we shall not be liable to you or any third party for any termination of your account.

If you wish to terminate this Agreement, you may do so by closing your account on the user profile page.

Upon termination of the Services or the applicable feature or functionality thereof, your right to use the Services or the applicable feature or functionality thereof will automatically terminate, and we may delete Your Content stored on the Services. If we terminate your account for cause, we may also bar your further use or access to the Services. We will not have any liability whatsoever to you for any suspension or termination, including for deletion of Your Content. All provisions of this Agreement which by their nature should survive, will survive termination of Service, including without limitation, ownership provisions, warranty disclaimers, and limitations of liability.

If this Agreement is terminated for cause by us or if your account or ability to access the Services is discontinued by us due to your violation of any portion of this Agreement or for conduct otherwise deemed inappropriate, then you agree that you shall not attempt to re-register with or access the Services through use of a different member name or otherwise.

8. Privacy

We process your personal information as data controller for the purposes of (a) providing the Services and (b) managing your relationship with us in accordance with these Terms, including any billing, payment, or marketing activities. Our Privacy Policy explains how we collect and use personal information.

9. Disclaimer

YOU EXPRESSLY UNDERSTAND AND AGREE THAT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK, AND THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITH ALL FAULTS. WE EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT ARISING FROM USE OF THE SERVICE, OUTPUT, OR YOUR CONTENT.

WE MAKE NO WARRANTY, OR REPRESENTATION THAT: (I) THE SERVICES OR ANY OUTPUT WILL MEET YOUR REQUIREMENTS (SUCH AS THE QUALITY, EFFECTIVENESS, REPUTATION AND OTHER CHARACTERISTICS OF SERVICE); (II) YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; OR (III) THE OUTPUT, ADVICE, RESULTS, OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE.

YOU ACKNOWLEDGE AND UNDERSTAND THAT WE MAKE AVAILABLE THE OUTPUT OF THIRD-PARTY AI SERVICES AND ARE NOT THE PROVIDER OF ANY AI SERVICE OR ITS OUTPUT AND ARE NOT RESPONSIBLE FOR SUCH AI SERVICE OR OUTPUT. WE HEREBY DISCLAIM AND WILL HAVE NO LIABILITY RESULTING FROM OR WITH RESPECT TO (I) THE OPERATION, MAINTENANCE, FUNCTION, FAILURE, OR SECURITY OF ANY AI SERVICE, (II) ANY ACT OR OMISSION OF ANY PROVIDER OF ANY AI SERVICE, (III) THE OUTPUT OR CONTENT GENERATED BY AN AI SERVICE, OR (IV) ANY DECISION OR ACTION TAKEN BY YOU AS A RESULT OF ANY OF THE FOREGOING.

CPAPASS DOES NOT GUARANTEE THAT USING OUR SERVICES WILL RESULT IN PASSING THE CPA EXAM. THE PRACTICE QUESTIONS AND MATERIALS PROVIDED ARE FOR EDUCATIONAL PURPOSES ONLY AND SHOULD BE USED AS A SUPPLEMENT TO, NOT A REPLACEMENT FOR, OFFICIAL CPA EXAM PREPARATION MATERIALS.

10. Indemnification

You shall indemnify and hold us, our parents, subsidiaries, affiliates, officers, employees, agents, partners, suppliers, and licensors (each, a "CPAPASS Party" and collectively, the "CPAPASS Parties") harmless from any losses, costs, liabilities and expenses (including reasonable attorneys' fees) relating to or arising out of any and all of the following:

• Your Content, or any use of the Output by you;
• Your use of, or inability to use, the Services;
• Your violation of this Agreement;
• Your violation of any rights of another party, including any user;
• Your violation of any applicable laws, rules or regulations.

We reserve the right, at our own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with us in asserting any available defenses. This provision does not require you to indemnify any of the CPAPASS Parties for any unconscionable commercial practice by such party or for such party's fraud, deception, false promise, misrepresentation or concealment, or suppression or omission of any material fact in connection with the Services provided hereunder. You agree that the provisions in this Section will survive any termination of your account, this Agreement and/or your access to the Services.

11. Limitation of Liability

Notwithstanding anything to the contrary and to the fullest extent permitted by law, under no circumstances shall either party, its affiliates, or any licensors or suppliers be liable for:

• Any consequential, indirect, special, incidental, or punitive damages;
• Any loss of profits, business, revenue, anticipated savings, or unnecessary expenses;
• Any loss, damage, or interruption of data, networks, information systems, reputation, or goodwill;
• The cost of procuring any substitute goods or services.

To the fullest extent permitted by law, our aggregate liability under or in connection with this agreement, the software, and the services shall not exceed the total amount you actually paid to us under this agreement in the three (3) months preceding the event giving rise to the liability (if any).

The above exclusions and limitations shall apply:

• To the fullest extent permitted by applicable law;
• Even if a party has been advised of, or should have been aware of, the possibility of such losses, damages, or costs;
• Even if any remedy provided in this agreement fails of its essential purpose;
• Regardless of the theory or basis of liability, whether in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution, or otherwise.

THE FOREGOING CAP ON LIABILITY DOES NOT APPLY TO LIABILITY FOR (A) DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE; OR (B) ANY INJURY CAUSED BY FRAUD OR FRAUDULENT MISREPRESENTATION.

12. Governing Law and Dispute Resolution

12.1 Governing Law

These Terms and your use of the Services shall be governed by the laws of the State of California, United States, without regard to its conflict of laws provisions. Your use of the Services may also be subject to other local, state, national, or international laws.

12.2 Informal Dispute Resolution

If you have any disputes, claims, or controversies arising out of or relating in any way to these Terms or the Services (a "Dispute"), you agree to first attempt to resolve the Dispute informally. You and we agree to participate in good faith informal efforts to resolve Disputes before starting any formal legal proceedings. To initiate informal dispute resolution, a party must give notice to the other party in writing. The informal dispute resolution process lasts 45 days and is a mandatory precondition to commencing any formal legal action.

12.3 Jurisdiction

For any Dispute that is not resolved informally within the 45-day period, you and we agree that any Dispute will be resolved in the state or federal courts located in San Francisco County, California, and you consent to the personal jurisdiction of such courts.

13. Copyright Complaints

We may terminate membership privileges of any user who repeatedly infringes copyright, trademark, or other intellectual property rights upon prompt notification to us by the respective intellectual property owner or their legal agent. We may delete or disable content that we believe violates these Terms or is alleged to be infringing.

If you believe that your intellectual property rights have been infringed, please send notice to us at support@cpapass.ai. Written claims concerning copyright infringement should include the following information:

• A physical or electronic signature of the person authorized to act on behalf of the owner of the copyright, trademark, or other intellectual property right;
• A description of the copyrighted work, trademark, or other intellectual property right work that you claim has been infringed upon;
• A description of where the allegedly infringing material is located on our site or the Services;
• 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, trademark, or other intellectual property right owner, its agent, or the law;
• A statement by you that the above information in your notice is accurate and, under penalty of perjury, that you are the copyright, trademark, or other intellectual property right owner or authorized to act on the owner's behalf.

14. Miscellaneous

14.1 Severability

If any provision of these terms is found to be unenforceable or invalid, that provision will be modified and interpreted to achieve the objectives of the provision to the greatest extent permitted under applicable law, and the remaining provisions will remain in full force and effect.

14.2 Waiver

Except as provided herein, the failure to exercise a right or to require performance of an obligation under these terms shall not affect a party's ability to exercise such right or require such performance at any time thereafter, nor shall the waiver of a breach constitute a waiver of any subsequent breach.

14.3 Electronic Notice

The communications between you and us may take place via electronic means, whether you visit the Services or send us emails, or whether we post notices on the Services or communicate with you via email. For contractual purposes, you (i) consent to receive communications from us in an electronic form; and (ii) agree that all terms and conditions, agreements, notices, disclosures, and other communications that we electronically provide to you satisfy any legal requirement that such communications would satisfy if it were to be in writing.

14.4 Assignment

The Agreement, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without our prior written consent. We may, without your consent, freely assign and transfer this Agreement, including any of our rights, obligations, or licenses granted under this Agreement. Any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.

14.5 Modifications

When changes are made, we will make a new copy of these Terms available on the Service, and we will also update the "Last Updated" date at the top of this Agreement. If we make any material changes and you have registered an account with us, we will also send an email with an updated copy of this Agreement to you at the email address associated with your account.

Unless otherwise stated in such update, any changes to this Agreement will be effective immediately for users without an account and thirty (30) days after posting for users with an account. We may require you to provide consent to the updated Agreement in a specified manner before further use of the Services is permitted. IF YOU DO NOT AGREE TO ANY CHANGE(S) AFTER RECEIVING A NOTICE OF SUCH CHANGE(S), YOU SHALL STOP USING THE SERVICE.

15. Contact Us

If you have any questions about these terms and conditions, you can contact us via email at support@cpapass.ai.