By clicking I agree and accessing and using the Tool (as defined below), you acknowledge and agree to be bound by these Terms of Use (these “Terms”) as of the date of such acceptance and access and use on behalf of Customer (the “Effective Date”). As used herein, the words “Customer“, “you” and “your” refer to both individuals, and to firms, companies, or other legal entities on behalf of which individuals may be accessing or using the Tool. If you are accepting the Agreement (as defined below) on behalf of your firm, company or other legal entity, (i) you represent and warrant that you are authorized to do so on behalf of such entity, (ii) you acknowledge that the Agreement will be binding upon such entity and will apply to any access to, or usage of, the Tool by any other individuals on behalf of such entity following the Effective Date, and (iii) you acknowledge and agree that the Agreement supersedes and replaces any and all prior versions of the Agreement in effect between Customer and the Association, if any. If you do not have authority to bind your firm, company or other legal entity, or you do not agree with the Agreement, you must not access or use the Tool. In addition, you represent and warrant that you are of the legal age in your jurisdiction to execute and be legally bound by contractual terms and conditions.
By accepting these Terms, you also agree to be bound by the Association’s Privacy Policy located at https://josi.aicpa-cima.com/privacy, and the Association’s Data Processing Addendum located at https://josi.aicpa-cima.com/data_processing. As used herein, the “Agreement” includes these Terms, the Privacy Policy and the Data Processing Addendum, as each may be amended from time to time in the Association’s sole discretion. The Association shall provide notice of such amendments via e-mail to the address provided to the Association during the registration process for the primary account holder representative of Customer. If Customer continues to use the Tool following the Association’s delivery of notice of such changes, Customer’s continued use shall be deemed acceptance of the updated Privacy Policy or Data Processing Agreement, as applicable.
Additionally, if you pay for the Tool using Stripe, Inc., you may be subject to terms of use with Stripe, Inc.. Such terms of use are solely between you and Stripe, and do not modify, alter or amend the Agreement.
Josi is a cloud-based generative AI tool (the “Tool”) owned by the Association of International Certified Professional Accountants (the “Association”) that functions as a technical assistant for the AICPA Online Professional Library, generating word based responses to inquiries submitted by Customer and its Users. Customer desires to purchase the right to access and use the Tool, and the Association desires to grant such access and use subject to the terms and conditions set forth in the Agreement.
1. Term of the Agreement. The term of the Agreement begins on the Effective Date and continues for one year thereafter, unless earlier terminated as described herein (the “Initial Term”). Following the Initial Term and subject to Customer’s payment obligations, the Agreement shall thereafter automatically renew for consecutive one-year terms (each, a “Renewal Term”, and, together with the Initial Term, the “Term”), unless earlier terminated as described herein.
2. Subscription. For the duration of the Term and subject to Customer’s payment obligations and compliance with the Agreement, the Association hereby grants to Customer a non-exclusive, non-transferrable, non-assignable, non-sublicensable right to access and use the Tool and the Output (as defined below) solely for Customer’s internal business purposes. Customer agrees that its purchase of the subscription is neither contingent upon delivery of any future functionality or features of the Tool nor dependent upon any oral or written comments made by the Association with respect to future functionality or features of the Tool. The Association will provide online support for user log-in queries through a help desk that is available Monday through Friday, from 9am to 5PM Eastern Standard Time. The Association will use commercially reasonable efforts to make the Tool available 24/7, subject to downtime for maintenance. In the event of unavailability of the Tool, the Association will use commercially reasonable efforts to promptly restore availability; provided, however, that notwithstanding anything to the contrary contained in the Agreement, the Association shall have no liability, and hereby disclaims any such liability, arising from any unavailability of the Tool.
3. Output. As used herein, “Output” means the output that is produced, generated or created by the Tool in response to Customer or User input. Customer acknowledges and agrees that: (i) the Output may not be unique and the Tool may produce output to other customers of the Association or users of the Tool that is the same or similar to the Output generated for Customer or its Users, (ii) the Output may be inaccurate or unsuitable for use and requires validation by a qualified professional, and (iii) as between Customer and the Association, the Association owns all right, title and interest, including all intellectual property rights, in and to the Output.
4. Geographic and Transfer Restrictions. You acknowledge that the Tool has not been designed with capabilities to prevent you from accessing or using the Tool from a specific geographic location. You are solely responsible for compliance with all laws of the jurisdiction where you are accessing the Tool, including all export control laws and all laws governing the geographic transfer of the content and other information that you or your Users enter into the Tool.
5. Customer Responsibilities; Suspension.
5.1. Customer shall (i) ensure that only employees of Customer or its affiliates authorized by Customer and for whom a license seat has been purchased by Customer (“Users”) access and use the Tool and Output, and that such Users comply with the Agreement, (ii) be solely responsible for the acquisition, accuracy, quality, and integrity of the data provided by Customer or its Users into the Tool (“Customer Data”), the means by which Customer acquires and uses such Customer Data, and for obtaining any required consents to provide such Customer Data to the Association or the Tool, (iii) prevent unauthorized access to or use of the Tool or Output, and notify the Association immediately of any known or suspected unauthorized access or use, and (iv) use the Tool and Output, and gather and use Customer Data, only in accordance with applicable laws and government regulations, and the terms of the Agreement.
5.2. Customer shall not (i) make the Tool or Output available to anyone other than Users, (ii) sell, resell, rent or lease or otherwise use the Tool or Output for commercial gain, (iii) use the Tool to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (iv) use the Tool to store or transmit malicious code, (v) interfere with or disrupt the integrity or performance of the Tool, Output or third-party data contained therein, (vi) attempt to gain unauthorized access to the Tool, Output or the Association’s related systems or networks, or (vii) input into the Tool any data that (a) includes trademarks or other materials protected by third-party intellectual property rights, unless Customer has sufficient rights to do so, (b) contains confidential information of Customer’s clients or personal information unless Customer complies with all applicable laws and regulations with respect to such personal information, including providing any required privacy notices and obtaining any required consents, or (c) violates applicable laws and regulations or the terms of the Agreement.
6. Fees and Taxes. All fees payable to the Association are due within thirty (30) days from the invoice date. All fees listed in an order are exclusive of taxes. Customer shall pay all sales, value-added or other similar taxes or duties based the fees paid to the Association. Taxes upon the Association’s income shall be the sole responsibility of the Association.
7. Termination; Suspension; Effect of Termination.
7.1. Either party may terminate the Agreement if the other party commits a material breach hereunder and the defaulting party fails to cure such breach within thirty (30) days following receipt of written notice specifying in reasonable detail the nature of the alleged breach.
7.2. In addition, the Association may terminate, revoke or suspend access to, or use of, the Tool and Output if the Association believes that (i) there is a threat to the functionality, security, integrity, or availability of the Tool or any Output or other content or data within the Tool; (ii) Customer or any User access or uses the Tool to commit an illegal act; or (iii) Customer or any User violates the Agreement. The Association may also prevent Customer or any User from uploading data into the Tool if the Association believes such data violates the rights of a third party, applicable law or the Agreement. The Association shall not be liable, and hereby disclaims any such liability, for any termination, revocation or suspension of access to the Tool, prevention of uploading data to the Tool, or if, for any reason, all or any part of the Tool is unavailable at any time.
7.3. Upon termination or expiration of the Agreement, all rights granted to the Tool and Output will immediately cease, and Customer and its Users shall immediately discontinue all access to, and use of, the Tool and Output. At the Association’s direction, Customer shall either return or destroy all Output in its possession or control.
8. WARRANTIES; DISCLAIMERS; LIMITATION OF LIABILITY.
8.1. Mutual Warranties. Each party represents and warrants to the other that: (i) it has the full corporate power and authority to enter into the Agreement and perform its obligations hereunder, (ii) it has the necessary rights to enter into the Agreement and perform its obligations hereunder, and (iii) the Agreement is a binding obligation upon it and, when accepted by Customer, is enforceable in accordance with its terms.
8.2. Warranties by Customer. Customer represents and warrants that (i) Customer owns or has the rights to use the Customer Data and has the full right and authority to use, upload and transmit the Customer Data into the Tool, and (ii) Customer carries and maintains cyber liability insurance and professional liability insurance with coverage amounts appropriate for Customer’s operations and issued by an insurance company qualified to do business in the jurisdictions in which Customer will access and use the Tool.
8.3. DISCLAIMERS.
8.3.1. NOTWITHSTANDING ANY PROVISION OF THE AGREEMENT, THE TOOL AND THE OUTPUT ARE PROVIDED “AS IS.“ THE ASSOCIATION SPECIFICALLY DISCLAIMS ALL WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, THE ASSOCIATION MAKES NO WARRANTY OF ANY KIND THAT THE TOOL WILL BE AVAILABLE OR OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEMS OR OTHER SERVICES, OR THAT THE TOOL OR THE OUTPUT WILL BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE OR ERROR FREE. THE TOOL MAY GENERATE INACCURATE OR UNUSABLE OUTPUT.
8.3.2. FOR THE AVOIDANCE OF DOUBT, USE OF THE TOOL OR THE OUTPUT DOES NOT, IN ANY WAY, ENSURE ANY PARTICULAR OUTCOME, INCLUDING ANY OUTCOME IN CONNECTION WITH PEER REVIEWS OR ANY OTHER PROFESSIONAL OR REGULATORY REQUIREMENTS OR REVIEWS.
8.3.3 THE PARTICULAR METHODOLOGY USED IN THE TOOL AND TO GENERATE THE OUTPUT DOES NOT REPRESENT A SINGLE, PREFERRED METHODOLOGY NOR DOES IT INCREASE THE LIKELIHOOD OF SPECIFIC OUTCOMES OR FINDINGS.
8.3.4 THE TOOL IS NOT A SUBSTITUTE FOR LEGAL OR OTHER PROFESSIONAL ADVICE, OR PROFESSIONAL JUDGMENT, REGARDING COMPLIANCE OR FULFILLMENT OF ANY PROFESSIONAL, LEGAL OR GOVERNMENTAL REQUIREMENTS OR PROFESSIONAL STANDARDS. THE ASSOCIATION SPECIFICALLY DISCLAIMS ANY WARRANTY OR REPRESENTATION THAT THE TOOL WILL PROVIDE, AID OR RESULT IN COMPLIANCE WITH ANY PROFESSIONAL RULE OR WITH ANY LAW, REGULATION OR LEGAL REQUIREMENT.
8.3.5 THE TOOL IS NOT INTENDED TO STORE, PROCESS, MAINTAIN OR PROTECT THE INTEGRITY OR CONFIDENTIALITY OF PERSONAL INFORMATION, OR CONFIDENTIAL INFORMATION OF CUSTOMER’S CLIENTS. CUSTOMER ACKNOWLEGES AND AGREES THAT IT WILL NOT UPLOAD, INPUT OR PROVIDE TO THE TOOL ANY PERSONAL INFORMATION, OR CONFIDENTIAL INFORMATION OF ITS CLIENTS, AND UNDER NO CIRCUMSTANCES WILL THE ASSOCIATION BE LIABLE WITH RESPECT TO SUCH INFORMATION IN THE EVENT SUCH INFORMATION IS PROVIDED BY CUSTOMER.
8.4. LIMITATION OF LIABILITY. IN NO EVENT WILL THE ASSOCIATION, ITS AFFILIATES, LICENSORS, SERVICE PROVIDERS, OR SUPPLIERS BE LIABLE UNDER OR IN CONNECTION WITH THE TOOL, THE OUTPUT OR THE AGREEMENT, INCLUDING, BUT NOT LIMITED TO, THE USE OF, REFERENCE TO OR RELIANCE ON THE TOOL OR THE OUTPUT, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, FOR ANY (I) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES OR PROFITS, (II) LOSS OF GOODWILL OR REPUTATION, (III) USE, INABILITY TO USE, LOSS, INTERRUPTION, UNAVAILABILITY, DELAY OR RECOVERY OF THE TOOL OR OUTPUT, (IV) LOSS, DAMAGE, CORRUPTION, OR RECOVERY OF DATA, OR BREACH OF DATA OR SYSTEM SECURITY, (V) COST OF REPLACEMENT GOODS OR SERVICES, OR (VI) DIRECT, CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES, IN EACH CASE REGARDLESS OF WHETHER SUCH PERSONS WERE ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
9. Indemnification. Customer shall indemnify, defend and hold harmless the Association, its affiliates and its and their officers, directors, employees, agents, representatives, service providers, successors and assigns against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, and expenses of whatever kind, including reasonable attorneys’ fees, made by third parties arising out of or related to (i) use of the Tool or Output by Customer or any User, (ii) the Customer Data, and (iii) any breach of the Agreement by Customer or any User.
10. Ownership. The Tool and the Output are the intellectual property of, and are owned by, the Association and its affiliates. The Association retains all ownership, rights, title, and interest in the Tool, Output and all related materials, including all patent rights, copyrights, trademarks, trade secrets, know-how, and any other intellectual property rights therein. Other than the limited right to access and use the Tool and the Output granted by the Agreement, Customer does not acquire any right, title, or interest in or to the Tool or the Output. All rights not expressly granted herein are reserved by the Association.
11. Feedback. Customer may, but is not required to, provide the Association with ideas, suggestions, comments and feedback about the Tool and the Output “Feedback”). Any such Feedback shall be deemed to be assigned to the Association and shall be owned by the Association.
12. Confidentiality.
12.1. Definition of Confidential Information. “Confidential Information” means any confidential or proprietary information of the Association that is either marked as being “Confidential” or “Proprietary” or under the circumstances of disclosure should reasonably be considered confidential or proprietary, such as data subject to regulatory rules around confidentiality, including without limitation all “nonpublic personal information,” as defined under the Gramm-Leach-Bliley Act (15 U.S.C. § 6801 et seq.). Confidential Information does not include information that (i) is in or enters the public domain without breach of the Agreement through no fault of Customer or its Users, (ii) was lawfully in the possession of Customer or its Users without any obligation of confidentiality or nondisclosure prior to receiving it from the Association, (iii) Customer or its Users can demonstrate was developed by Customer or its Users independently and without use of or reference to the Confidential Information, or (iv) Customer or its Users receives from a third party without restriction on disclosure and without breach of a nondisclosure obligation. The terms and conditions of the Agreement and the Output are Confidential Information.
12.2. Use of Confidential Information; Protective Measures.
12.2.1. The Confidential Information is the property of the Association, and Customer and its Users obtain no right, title, interest, or license in or to the Confidential Information, except as provided in the Agreement. Customer and its Users will: (i) hold in strict confidence all Confidential Information; (ii) use such Confidential Information only to perform or exercise Customer’s rights under the Agreement; and (iii) not transfer, display, convey or otherwise disclose or make available such Confidential Information to any person or entity except to the directors, officers, employees, agents, contractors, accountants, auditors and legal and financial advisors of Customer who need to know such Confidential Information to perform or exercise Customer’s rights under the Agreement, who are under confidentiality obligations no less stringent than those set forth hereunder, and whose handling and treatment of the Confidential Information in accordance with the Agreement is Customer’s full responsibility. Customer may disclose the terms and conditions of the Agreement to its respective attorneys and auditors and, pursuant to a non-disclosure agreement that is no less restrictive than the Agreement, to a potential acquiror as part of its due diligence in connection with Customer’s merger, consolidation or sale of substantially all of its assets.
12.2.2. Customer will use at least the same degree of care to protect the Confidential Information as it uses to protect its own confidential information of like nature, but no less than a reasonable standard of care. Customer may disclose the Confidential Information in response to a valid court order, law, rule, regulation, or other governmental action provided that (i) the Association is notified in writing prior to disclosure of the information and given reasonable opportunity to obtain a protective order, and (ii) Customer assists the Association, at the Association’s expense, in any attempt to limit or prevent the disclosure of the Confidential Information.
12.3. Return or Destruction of Confidential Information. Upon termination or expiration of the Agreement or at any other time upon the Association’s request, Customer and its Users will, at Customer’s expense, promptly return or destroy all Confidential Information (and all copies thereof), and provide the Association with written certification of such return or destruction, and cease all further use of the Confidential Information, except for any Confidential Information that Customer is required to retain pursuant to any applicable law or executed original copies of any contractual documents or other materials customarily held by Customer as archival material. Any Confidential Information retained in accordance with this paragraph shall remain subject to the provisions of this Section 12 for so long as it is retained.
13. Notices.
13.1. Notices to the Association must be in writing and will be effective when delivered to the Association via: (a) hand delivery, (b) the United States mail (certified mail, return receipt requested, or first class postage prepaid), or (c) overnight delivery services (with confirmation of delivery), addressed as follows: The Association of International Certified Professional Accountants, Attention: Office of General Counsel, 220 Leigh Farm Road, Durham, North Carolina 27707.
13.2. Notices to Customer will be delivered via e-mail to the address provided to the Association during the registration process for the primary account holder representative of Customer.
14. Independent Contractor. The Association is an independent contractor and the Agreement does not create any partnership or agency relationship with Customer.
15. Miscellaneous.
15.1. Publicity. Neither party will use the other party’s name, logos, or trademarks or refer to the other party directly or indirectly in any media release, public announcement, or public disclosure relating to the Tool, the Output or the Agreement without the written consent of such party prior to each such use or release.
15.2. Governing Law. The Agreement and the rights and obligations of the parties as well as any disputes arising under the Agreement will be governed by, and construed and interpreted in accordance with, the laws of the State of New York excluding its rules of conflicts of law. The parties hereby irrevocably consent to the exclusive jurisdiction of the courts in New York, with respect to all disputes arising out of the Agreement.
15.3. Entire Agreement. The Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, whether written or oral, with respect to the subject matter contained in the Agreement, including, but not limited to, any and all prior versions of the Agreement in effect between Customer and the Association, if any.
15.4. Severability. If any provision of the Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of any such provision in every other respect and the remaining provisions of this Agreement will be unimpaired and the Agreement will continue in full force and effect, unless the provisions held invalid, illegal or unenforceable will substantially impair the benefits of the remaining provisions hereof.
15.5. Waiver. The failure of either party to insist upon strict performance or to seek remedy for breach of any term of the Agreement, or to exercise any right, remedy or election herein or permitted by law or equity, will not constitute nor be construed as a waiver or relinquishment in the future of such term, condition, right, remedy or election. Any consent, waiver or approval by either party of any act or matter will not be effective unless made in writing and signed by an authorized representative of the consenting, waiving or approving party.
15.6. Assignment. The Agreement is binding upon and inures to the benefit of the permitted successors and permitted assigns of each party. Customer may not assign the Agreement without the prior written consent of the Association. The Association may assign the Agreement in its sole discretion.
15.7. No Third-Party Beneficiaries. The Agreement is for the sole benefit of the parties hereto and their respective permitted successors and permitted assigns, and nothing herein shall confer upon another person any legal or equitable right, benefit, or remedy.
15.8. Survival. The following Sections will survive the expiration or termination of the Agreement: Sections 3, 5, 6, 7.3, 8.3, 9, 10, 11, 12, 13, 14 and 15.
15.9. Force Majeure. No party shall be liable or responsible to the other party, or be deemed to have breached the Agreement, for any failure or delay in fulfilling or performing any term of the Agreement (except for any confidentiality obligations), when and to the extent such failure or delay is caused by or results from any acts or circumstances beyond the impacted party’s reasonable control, including, without limitation, the following force majeure events: (a) acts of God; (b) flood, fire, earthquake, or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or actions; (e) embargoes or blockades in effect on or after the date of the Agreement; (f) strikes, labor stoppages or slowdowns, or other industrial disturbances; and (e) pandemics or epidemics. The impacted party shall provide prompt notice to the other party and use reasonable efforts to recommence performance.