LumiQ

Luminari Talent Inc.

Last Modified: March 7, 2022

Terms and Conditions of Access, Use and Services

Welcome to Luminari Talent Inc. (“Company”, “Luminari,” “we,” “us,” or “our”). For reference,

LumiQ® is our flagship native and web platform offering professional education for CPAs.

Luminari Talent Inc. is the official legal business name of the Company who has developed

LumiQ.

These terms and conditions of use for the Websites and Applications and the Services

constitute a contract between Luminari and yourself. By browsing or accessing our Websites

and Applications, registering as User and/or using the Services, you confirm that you have read,

understood, consented and agreed to be bound by the terms of service referred in this

document or any document referred to and incorporated in this document including without

limitation the Privacy Policy (collectively the: “Terms”), whether you are browsing the Websites

and Applications or you are a registered User or customer of the Services.

1. ELIGIBILITY

The Terms apply to all persons, including natural persons and legal persons, who visit our

Websites and Applications and/or register as a User, access the Services whether they are

visiting, browsing, installing, registering, accessing or downloading content or using the Services

(“Users”). If the User is not a natural person but an entity, you represent and warrant that you

are an authorized representative of the entity with the authority to bind the entity to the terms,

and that you agree to the terms validly on the legal person’s or entity’s behalf. You must not be a

competitor of Luminari nor use the Services for reasons that are in competition with Luminari or

otherwise to replicate some or all of the Services for any reason.

You represent and warrant that you are the legal age of majority under applicable law to form a

binding agreement with the Company and meet all of the foregoing eligibility requirements. If

you do not meet all of these requirements, you must not use, register or access the Websites

and Applications and the Services.

By accessing and/or registering as User, using the Websites and Applications and/or the

Services or by indicating your acceptance to the Terms in the manner required, you

acknowledge that you have read, accepted, consented and agreed to these Terms. If you do

not agree to these Terms, you shall not access the Websites and Applications or use the

Services or register as a User.

2. ACCEPTANCE OF TERMS

Luminari provides Services (as defined below) to you through the websites lumiqcpd.com

lumiqlearn.com, lumiqcpe.com, lumiq.cpa, luminari.ai, and luminari.co. Luminari-owned sites

and applications available through third parties (“Websites and Applications”) and access to

and use of the Websites and Applications and the Services are provided to you subject to your

acceptance of and compliance with the Terms.

In addition, when using the Services, you will be subject to any posted guidelines or rules

applicable to such Services which may be posted from time to time. All such guidelines or rules

are hereby incorporated by reference into these Terms. When you are signing to these Terms

as an employee of an entity that has entered into a Software as a Service Agreement (the

“SaaS Agreement”) with the Company, you are personally subject to the Terms provided that

you understand that the terms of the SaaS agreement will be incorporated hereunder and as a

consequence of any breach under these Terms by you or your employer may be considered a

breach under the SaaS Agreement. The Terms are not amending the SaaS Agreement between

your employer and the Company and in case of a conflict, the terms of the SaaS shall

supersede the Terms as between the Company and your employer. Further, you understand

that your access through your employer’s portal will be subject to the SaaS Agreement

remaining in force. If any term of the terms expressly conflicts with any term of the SaaS

Agreement, the conflicting term in the SaaS Agreement will prevail, but only with respect to

Users to whom both Agreements apply. All other terms and conditions in the Terms will remain

in force.

Certain features of the Services may also have their own specific terms and conditions that you

agree to when you sign-up for that particular product, function or service (the “Special Terms”).

Special Terms supplement the terms, but if any term of the Terms expressly conflicts with any of

the Special Terms, the Special Terms will prevail, but only with respect to the applicable product,

function or service. All other terms and conditions in both these Terms and the Special Terms

will remain in force.

3. MODIFICATIONS TO THE TERMS

Company reserves the right at its sole discretion to revise, update, amend and change these

Terms from time to time without prior notice provided that a posting will be temporarily available

on the Websites and Applications and your continued access or use of this Website and

Applications and/or the Services after such changes indicates your acceptance of the Terms as

modified. You agree to periodically review the Terms in order to be aware of any such

modifications and your continued use of the Websites and Applications and/or Services shall be

evidence of your acceptance of these. These Terms were last updated on March 7, 2022. If

you do not agree with the amendment to one or more of these Terms, do not access or use this

Website or the Services.

The information and material on the Websites and Applications may be changed, withdrawn, or

terminated at any time in our sole discretion without notice. We will not be liable if, for any

reason, all or any part of the Websites and Applications is restricted to registered users or

unavailable at any time for any period or is not updated.

4. REGISTRATION OBLIGATIONS

To access certain areas of the Websites and Applications and to use the Services, you must first

complete the registration process and create an account (“Account”) and select and register a

unique username and password (collectively, “Credentials”). Your Account and Credentials are

specific to you and may not be shared with any other person. You are solely responsible for

maintaining the confidentiality of your Credentials and you will be held responsible for any harm

caused by disclosing or resulting from any unauthorized use of your Credentials or of the

Services, including any losses incurred due to usage of a lost or stolen or unauthorized access

of your Account. You will not permit any other person to use your Account or Credentials, and

you will immediately notify the Company if you know or suspect that your Account or Credentials

have been used by any other person.

During the registration process, you will provide true, accurate, current and complete

information about yourself as prompted by the onboarding form (such information being the

“Registration Data”). You will also maintain and promptly update the Registration Data to keep

it true, accurate, current and complete. If you provide any information that is untrue, inaccurate,

not current or complete, or Company has reasonable grounds to suspect that such information

is untrue, inaccurate, not current or complete, the Company has the right to suspend or

terminate your account and refuse any and all current or future use of the Services (or any

portion thereof) by you. Individuals who do not meet the legal age of majority under applicable

law are not authorized to register. You will also be required to create a password. We

encourage you to use “strong” passwords, passwords using a combination of upper and lower

case letters, numbers and symbols, to restrict access to your Account. You must notify Luminari

immediately of any breach of security or unauthorized use of your Account.

Company may act upon any communication that is given through your Account or by using your

Credentials. Company is not required to verify the actual identity or authority of a person using

your Account or Credentials, but Company may in its discretion at any time require verification

of the identity of a person seeking to access your Account and may deny access to and use of

your Account if Company is not satisfied with the verification. If Company, in its discretion,

considers your Account or Credentials to be unsecured or to have been used inappropriately,

then Company may immediately cancel the Account or Credentials without any notice to you.

You may be required to change your Credentials from time to time. The Services are not

available to any person whose access has been removed from the Services by Luminari unless

this person is provided with specific written authorization to re-use the Services at the

Company’s discretion.

5. DESCRIPTION OF SERVICES

Company is offering to persons who have Accounts access to a web based and native platform

that provide designated and non-designated accounting professionals and members of the

public with streamed self study series of videos, audio streams and podcasts available on the

Websites and Applications (the “Services”). More specifically, the Services may include: access

and the ability to view or listen to self study series of videos, audio streams and podcasts

streamed over the Internet to certain connected computers, tablets, smartphones, or other

related devices. The provision of the Services is subject to these Terms and the payment of the

fee payable at the time of the subscription or renewal, as the case may be.

We may, without prior notice, change the Services, or any part thereof, or stop providing the

Services or features of the Services, to you or to Users generally. You agree that Luminari will

not be liable to you or to any third party for any modification, suspension, or discontinuance of

the Services. We have no obligation to retain any of your Account or User Content for any

period of time beyond what may be required by applicable law. We may permanently or

temporarily terminate or suspend your access to the Services without notice and liability if, we

suspect or have determined that you violate any provision of these terms, commit fraud or

otherwise directly or indirectly abuse using the Services.

You acknowledge that Luminari may establish general practices and limits concerning use of the

Services, including, without limitation, usage limits for the Services, the maximum period of time

that data or other content will be retained by Luminari and the maximum storage space that will

be allotted on Luminari servers on your behalf. You agree that Luminari has no responsibility or

liability for the deletion or failure to store any data or other content maintained or uploaded by

the Services. You acknowledge that Luminari reserves the right to terminate Accounts that are

inactive for an extended period of time subject to compliance with applicable law. You further

acknowledge that Luminari reserves the right to change these general practices and limits at

any time, in its sole discretion, with or without notice.

The owner of the Websites, platforms and content is based in Canada. You are responsible to

verify whether each content is recognized and verifiable in the jurisdiction where you are located

and exercise your professional activities. This Website is not intended for use in any jurisdiction

except as expressly provided on the Websites and Applications. If you access the Websites

and Applications and use the Services from outside these jurisdictions, you do so at your own

risk and you are responsible for compliance with local laws of your jurisdiction.

6. SECURITY AND PRIVACY POLICY

Luminari cares about the integrity and security of your personal information and continues to

take proactive measures to protect such information. We cannot, however, guarantee that

unauthorized third parties will never be able to compromise our security measures or use your

personal information for improper purposes. You acknowledge that you provide your personal

information at your own risk.

Please review our privacy policy which contains important information about our practices in

collecting, storing, using, disclosing information about identifiable individuals (“Personal

Information”). Please note that your Personal Information that may be part of your Credentials,

Registration Data and any other information that you provide to us through the Websites and

Applications, as well as certain other information about you, is subject to Company’s Privacy

Policy (accessible on our Company website). Your privacy is important to us.

For more information, please see our Privacy Policy for details. You acknowledge that by

consenting to these Terms, you have read, understood and provided an informed consent to the

terms of the Company’s Privacy Policy. You represent and warrant to us that you will not

provide Personal Information that belongs to another individual but yourself without proper

notices and disclosures, in which case you shall also obtain all applicable third parties consents

and permissions and otherwise have all authority, in each case, as required by applicable laws,

to enable us to make available the Services to you.

7. SITE MONITORING AND ENFORCEMENT, SUSPENSION AND TERMINATION

Subject to applicable law, we reserve the right at any time and from time to time, to interrupt,

suspend, disable or terminate your account, any username password, or other identifier,

whether chosen by you or provided by us, in our sole discretion in case of a violation of any

provision of these Terms or of applicable law.

The provisions under these Terms that by their nature are intended to survive termination or

expiration of these terms shall so survive the termination or expiration of either the Subscription

or the Terms, as applicable, which include without limitations, sections No Reliance,

Subscription, Intellectual Property, Warranties, Indemnity, Limitation of Liability, Governing Law,

Arbitration and Choice of Jurisdiction.

8. NO RELIANCE

You expressly acknowledge that the content on our Websites and Applications is not intended

for professional advice or reliance. You must obtain and provide your own specific and

professional advice with no reliance on the content available on the Websites and Applications.

Without limitation to the foregoing, we make no representations, warranties, or guarantees,

whether express or implied, concerning the accuracy, completeness or up to date nature of the

information provided and does not accept any liability whatsoever arising from errors or

omissions contained in the content made available. Your use of the Websites and Applications

and/or of the Services is at your own risk and neither the Company nor its affiliates, partners,

contractors, agents, licensors, licensees, suppliers and their respective officers, directors,

employees, agents, partners, contractors and successors make any representations, nor

guarantees, nor undertakings nor assume any responsibility for your use of the Luminari

Content or of the Websites and Applications and/or the Services.

Luminari uses reasonable effort to ensure that the content available and applicable Services are

eligible and verifiable in the states of the United States of America (“USA”) and the provinces of

Canada. The content generally eligible in the USA and Canada, save for exceptions indicated

on the Websites and Applications will be identified respectively with the acronyms CPE and

CPD. To the extent it is reasonably practicable, when the Luminari Content qualifies for CPE

and CPD hours, Luminari may add a logo or mark on the said content. Notwithstanding the

mark CPE or CPD, you are responsible at all times to verify all exceptions that Luminari

indicates regarding each episode, as some may be eligible in certain jurisdictions and not in

other jurisdictions. Notwithstanding the foregoing, Luminari does not warrant that the regulatory

bodies of each jurisdiction will confirm or maintain the eligibility of the content available on the

Websites and Applications and through the Services, and the Users will remain responsible to

confirm eligibility and for meeting their CPD/CPE requirements. The Users acknowledge that

Luminari is not liable in any manner whatsoever regarding the CPD/CPE eligibility and you

acknowledge that it is your responsibility to ensure any content is acceptable to your applicable

governing body as CPD in the provinces of Canada and as CPE in the United States of

America. We strongly recommend that you contact your applicable governing body if you have

further questions.

9. USER GENERATED CONTENT

We value your visit to the Websites and Applications and welcome any questions, ideas,

comments or feedback you might have about this Website, these Terms or any of the products

or services offered by Luminari (“Feedback”). Please refer to the Contact section of this

Website for phone and fax numbers and email addresses.

You agree that any Feedback will not be treated as confidential, and nothing in these Terms will

restrict our right to use, profit from, disclose, publish or otherwise exploit any Feedback, without

compensation to you and without any obligation to you. You grant to us and our affiliates and

service providers, and each of their and our respective licensees, successors, and assigns, a

fully paid up, perpetual, irrevocable, worldwide, royalty-free, non-exclusive and fully

sublicensable right (including any moral rights) and license to use, license, distribute, reproduce,

modify, adapt, translate, distribute, publicly perform, publicly display, import, sell, offer for sale,

make, have made, derive revenue or other remuneration from, and otherwise exploit and

disclose to third parties the Feedback in any form, media, or technology, whether now known or

hereafter developed, and to allow others to do the same.

Your access to the Websites and Applications and use of the Services provide Luminari with

information and data relating to your activity, and Luminari Content that has been accessed,

amount of time viewed, information regarding Users’ hardware and equipment and how Users

interact with and use the Services (collectively, “Access and Services Data”). All Access and

Service Data that is identifiable to a person will be treated in accordance with the Privacy

Policy. You hereby grant to Luminari a world-wide, fully-paid, royalty-free, perpetual,

unrestricted, transferable, sublicensable, right and licence to use Service Data for the purposes

of creating anonymous data and records derived from or generated by Service Data

(collectively, “Metadata”). Luminari exclusively owns all rights, including, but not limited to,

Intellectual Property Rights, in and to all Metadata and Luminari is entitled to the unrestricted

use and dissemination of all Metadata for any purpose in accordance with the terms of the

10. HYPERLINKS

Hyperlinks on the Websites and Applications are provided for your convenience only. These

links do not imply an endorsement of any linked sites or an affiliation with their owners or

operators. Luminari has no control over the content of any linked site. This content is the sole

responsibility of the owner or operator of the linked site. You are responsible to review and may

be required to consent to third parties’ terms and conditions prior to accessing linked sites.

11. ACCEPTABLE USE AND RESTRICTIONS

In addition to complying with these Terms, you agree to use the Websites and Applications, the

Services and Luminari Content on the Websites and Applications for lawful purposes only and in

a manner consistent with these Terms as well as with local, provincial/state, national or

international laws and regulations. Some jurisdictions may have restrictions on the use of the

Internet by their residents.

You agree not to use or refer to the Luminari Content, or the Services or the Websites and

Applications in any manner that: (i) infringes, violates or misappropriates the Intellectual

Property Rights or any rights of the Company or any third party in the Luminari Content or any

content referred through the Websites and Applications; or (ii) may be considered defamatory,

discriminatory or otherwise malicious or harmful to the Company or any person or entity; or (iii)

is in violation of any applicable laws; or (iv) that implies in any manner that your professional

advice is related to or relying on the content accessed through the Websites and Applications

including the Luminari Content; or (v) encourage or enable others to engage in any of the

foregoing prohibited activities.

Without limitation to the generality of the foregoing and to the Proprietary Rights section, you

agree not to engage in any of the following prohibited activities: (i) copying, inserting,

distributing, or disclosing any part of the Websites and Applications and/or the Services and/or

the Luminari Content in any medium or support, in any manner whatsoever including without

limitation by any automated or non-automated “scraping”; (ii) using any automated system,

including without limitation “robots,” “spiders,” or “offline readers,” to access the Services in a

manner that sends more request messages to the Luminari servers than a human can

reasonably produce in the same period of time by using a conventional on-line web browsers;

(iii) transmitting spam, chain letters, or other unsolicited email; (iv) attempting to interfere with,

compromise the system integrity or security or decipher any transmissions to or from the servers

running the Services; (v) taking any action that imposes, or may impose at our sole discretion

an unreasonable or disproportionately large load on our infrastructure; (vi) uploading invalid

data, viruses, worms, or other software agents through the Websites and Applications and/or

the Services; (vii) collecting or harvesting any personally identifiable information from the

Websites and Applications and/or the Services, except as expressly permitted by the features of

the Services; (viii) using the Luminari Content or the Services for any commercial solicitation or

professional purposes such as providing advice provided that the sole purpose allowed is the

use of the Services for the purpose of obtaining professional training in a manner compliant with

the terms of the Agreement, provided that no representation is made in regard of whether the

regulatory body that has jurisdiction over your professional activities will consider the content as

meeting their requirements from time to time; (ix) impersonating another person or otherwise

misrepresenting your affiliation with a person or entity, misrepresenting your credentials,

conducting fraud, hiding or attempting to hide your identity; (x) interfering with the proper

working of the Services; (xi) accessing any content on the Services through any technology or

means other than those provided or authorized by the Services; or (xii) bypassing the measures

we may use to prevent or restrict access to the Services, including without limitation, features

that prevent or restrict use or copying of any content or enforce limitations on use of the

Services or the content therein including the Luminari Content.

You are solely responsible for your interactions with other Users. We reserve the right, but have

no obligation, to monitor disputes between you and other Users. Luminari shall have no liability

for your interactions with other Users, or for any User's action or inaction. Luminari shall have no

obligation to you to enforce these terms against any other User.

12. SUBSCRIPTION

(a) Subscription Fee

You can access trial Services for free or for a fee as applicable and available at the time of the

initial subscription, either of which is referred to as a “Transaction”. Your access to the

Services, or certain paid features of the Services, may start with a free trial, subject to you

consenting to the Terms, during the period where Luminari provides this option in its sole

discretion. The free trial period of your access to the Services may last as specified during

sign-up and is intended to allow users who have never registered (“New Users”) to try the

service.

Free trial eligibility is determined by Luminari in its sole discretion and we may limit eligibility or

duration to prevent free trial abuse including, but not limited to, creating multiple accounts. We

reserve the right to revoke the free trial and put your account on hold if we determine that you

are not eligible for a free trial. We may use information such as device ID, method of payment or

an account email address used with an existing or recent Luminari account to determine

eligibility. For combinations with other offers, restrictions may apply.

The Services are offered on a limited or unlimited usage basis for a term of the subscription or

until the end of the calendar year for offers whereby you get an unlimited access or an

aggregate amount of minutes/credits/data content or limited block of hours to cover your

CPD/CPE needs. Our pricing section on the Websites and Applications will indicate the current

offers available at the time you subscribe. You have the responsibility to review and confirm

from our pricing section posted on our Websites and Applications, which can be updated from

time to time at Luminari’s discretion, provided that the pricing that will apply to your subscription

will not be modified by previous or subsequent offers until renewal. Once you have opted for a

package, you will be directed to a third-party payment processor site where your financial

information may be required. Payment is made in full and in advance or based on the net terms

of the invoice. Your subscription will be valid in the manner provided for in the package of your

choice, which unless expressly otherwise provided in our pricing section will be either: (i) until

the end of the current calendar year; or (ii) the earliest of the expiration of a set number of

months or twelve (12) months period; or (iii) the earliest of when the number of

minutes/hours/content of your package has been used up, as the case may be. You have the

obligation to determine whether you will be in a position to use up all the hours you are

subscribing before the expiry of the corresponding term, prior to consent to the payment of the

Subscription Fee.

Upon payment for the Services (the “Subscription Fee”), and subject to the Terms and the

SaaS Agreement, when applicable, you will hereby be granted a non-exclusive, limited,

non-transferable, non-sublicensable, revocable license(s), and/or credits/hours to be consumed,

to access and use the Services or certain features of the Services on a subscription basis in

strict compliance with the Terms (the “Subscription”).

(b) Term and Renewal

The Subscription commences on the date on which the Subscription Fee has been invoiced or

billed by Luminari and ends based on the type of subscription that was purchased, unless

otherwise expressly specified in the package you purchased (the “Term”). The Terms will

automatically renew within 24 hours on the day following the expiration of the period, each year,

for a successive 12-month or calendar year period (the “Renewal Term”) based on your

previous subscription, subject to you notifying Luminari in writing your request to cancel the

Services at any time prior to the Renewal Term or within 10 business days after the automatic

renewal.

You acknowledge that Luminari may change the Subscription Fee from time to time and will

communicate any changes by updating the pricing section on its Websites and Applications. If

the Subscription Fee was modified since you registered, the changes to the Subscription Fee

will take effect at renewal regarding your Account. It is your obligation to visit our Websites and

Applications prior to the renewal date of the then current Term to review the revised pricing and

with a notice and an invoice prior to renewal. The renewal notice will also advise of any

increase in the Subscription Fee since last calendar year, as applicable. You acknowledge that

if your payment mode does not require the issuance of an invoice, the payment of the updated

Subscription Fee will be chargeable on the renewal date of the then current Term without prior

notice, unless you advise Luminari in writing prior to the renewal date of your intent to terminate

your subscription. You expressly authorize Luminari to instruct the payment processor of your

choice to charge your Account and process payment on the first day of the Renewal term or

anytime it is reasonably possible to proceed thereafter. Notwithstanding anything provided

herein, you accept to renew at the new pricing by not cancelling, nor objecting to the increase

and continuing to use your Subscription and Services after the renewal date.

You authorize Luminari to maintain your Account information in accordance with the Terms and

the Privacy Policy. In the event that there is a default or an issue with the payment of the

Subscription Fee at renewal, Luminari may, in its sole discretion, bill you for the Services and

suspend your access to the Services until payment is received.

From time-to-time Luminari may at its sole discretion issue a one-time discount code or coupon

or other special rates instruments (“Special Rates”) to be applied in the time specified by

Luminari at the time of issuance under the terms and conditions specified by Luminari

(“Specific Terms and Conditions”). Such Special Rates are only valid between the dates and

times specified in the Specific Terms and Conditions. The Special Rates will not apply to

existing subscriptions. If no duration or expiration is specified, Luminari reserves the right to

expire such Special Rates at its sole discretion.

Except for any free trial period and unpaid features of the Services, the Services are available to

Users only on purchase. All prices are in local jurisdiction currency specified by Luminari, unless

otherwise indicated on the generated invoice, and subject to local and federal sales tax, where

applicable. Details are provided at the point of purchase. You will be informed of total charges

and asked to confirm the transaction before it is charged to your Account. You are responsible

for all fees and taxes incurred by the Transactions.

Any change to the fees for paid services shall become effective in the billing cycle following a

notice of such change sent to you as provided for in these Terms.

We may also provide certain services via our third-party partners and you agree, that your use

of such third party services is subject to the contractual terms presented by such third parties

should you wish to use their services. You further agree that Luminari has no responsibility for

such third-party services and your use of such services is entirely at your own risk.

(d) No Refunds

You may cancel your Account at the expiration of the current term by providing prior notice in

writing to Luminari; however, given the nature of the Services, there are no refunds for

cancellation. Accordingly, no refunds or credits of any sort will be provided to you. In the event

that Luminari suspends or terminates your Account or these terms for your breach of these

terms, or that the term expires prior to you obtaining all your professional development

requirements or using up all the number of hours or credits, you understand and agree that you

shall receive no refund or exchange for any unused time on a subscription, any Subscription

Fees for any portion of the Services, any User Content, Luminari Content or data associated

with your Account, or for anything else. If you did not opt for a payment method whereby a

third-party processor will automatically process renewal payment, please contact us directly via

email.

(e) Payment, Interest, Dispute Payment

To the extent that the Services or any portion thereof is made available for any fee, you will be

required to select a payment method and you will be redirected to a payment processor where

you will be subject to the terms and condition and privacy policies of that payment processor

and requested to provide consent and accurate information in the manner required. You

acknowledge that Luminari is not the party storing your payment information nor verifying such

information. The user is responsible to provide current, complete and accurate information for

any billing related to their Account and to promptly notify the payment processor with updated

information to allow for payments to be processed in due time. A copy of the invoice will be

issued to Luminari and yourself by the third-party processor. Prior to or upon renewal, we will

issue an invoice ahead of the expiration of the Term which shall be payable by the expiry date of

the Term, except as otherwise expressly provided for therein. In both cases, the updated pricing

in force at the time of renewal will apply.

You represent and warrant that you are authorized to use the payment instrument. You agree

that Luminari will be authorized to instruct payment processors to process payment at renewal

and except if you have opted out or cancelled in the manner provided herein.

If at any time Luminari is required by a taxing authority to pay any taxes not previously collected

from you, you will promptly submit such taxes, including applicable penalties and interest, if any,

to Luminari upon written notice.

Late payments may bear interest at the rate of 1% above prime rate per month, which will

accrue annually from the payment due date until paid in full. You will be responsible for all

reasonable expenses, including legal fees, incurred by Luminari in collecting outstanding

amounts.

If you dispute any charges you must inform Luminari within 30 days after the date that Luminari

charges you. Luminari reserves the right to reject any payment instrument in its sole discretion.

(e) Additional considerations for access through Mobile App

You will have to independently enter into a separate agreement regarding the use of mobile

applications whenever provided through third parties, in which case you are entirely responsible

for obtaining access subject to them agreeing to the terms and conditions in place and

compliance with such third parties’ terms and conditions.

Once the Mobile App is available to the Users with proper agreement in place with third-party

providers, as applicable, then upon payment for the Subscription Fee, or the paid features of the

Services or the Special Rates, as applicable, the User will be authorized to access such

Services or paid features thereof via a mobile or tablet device as such software may be

amended, updated or otherwise changed from time to time (“Mobile App”). To use the Mobile

App you must have a mobile device that is compatible with the Services and properly subscribe

to the terms applicable if the Mobile App is provided through a third-party. Luminari does not

warrant that the Mobile App will be compatible with your mobile device. Once the Mobile App

has been installed on your end and upon the payment for the Services, Luminari will hereby

grant you a non-exclusive, non-transferable, revocable license to use a compiled code copy of

the Mobile App for one Luminari Account on any mobile device owned or leased solely by you,

for your personal use. You acknowledge that Luminari may from time to time issue upgraded

versions of the Mobile App, and may automatically electronically upgrade the version of the

Mobile App that you are using on your mobile device. You consent to such automatic upgrading

on your mobile device, and agree that the terms and conditions of these terms will apply to all

such upgrades. Any third-party code that may be incorporated in the Mobile App is covered by

the applicable open source or third-party license, if any, authorizing use of such code.

In addition to the terms you are subject to through these Terms and the third-party agreements,

you may not: (i) modify, disassemble, decompile or reverse engineer the Mobile App, except to

the extent that such restriction is expressly prohibited by law; (ii) rent, lease, loan, resell,

sublicence, distribute or otherwise transfer the Mobile App to any third party or use the Mobile

App to provide time sharing or similar services for any third party; (iii) make any copies of the

Mobile App; (iv) remove, circumvent, disable, damage or otherwise interfere with

security-related features of the Mobile App, features that prevent or restrict use or copying of

any content accessible through the Mobile App, or features that enforce limitations on use of the

Mobile App; or (v) delete the copyright and other proprietary rights notices on the Mobile App.

Any attempt by you to transfer any of the rights, duties, or obligations hereunder, except as

expressly provided for in these terms, is void. Luminari reserves all rights not expressly granted

under these terms. In addition, the Mobile App may be subject to the import and export laws of

other countries. You agree to comply with all Canadian and foreign laws related to use of the

Mobile App and the Services

13. PROPRIETARY RIGHTS

LumiQ®, lumiqcpd.com lumiqlearn.com, lumiqcpe.com, lumiq.cpa, luminari.ai, and luminari.co

and related names, words, logos, product and service names, designs, images and slogans are

trademarks or trade names of Luminari and its affiliates in Canada and other jurisdictions.

Nothing in these Terms or on this Website will be construed as granting or conferring, either

expressly, by implication, by estoppel or otherwise, a licence or other right to use any such

marks or names or any other intellectual property right of Luminari. The names of other

companies, products and services referred to on the Websites and Applications may be

trademarks or trade names of their respective owners. Any unauthorized use of the trademarks

or trade names of Luminari or of third parties is strictly prohibited.

The Websites and Applications as well as the Services and all their entire content, features, and

functionality, including without limitation all materials and content therein or transferred thereby,

all information, software, code, data, displays, presentation, website layout, images, text,

design, selection of arrangement, graphics, illustrations, logos, patents, trademarks, service

marks, photographs, audios, videos, music, and User Content, are owned by Luminari, its

licensors or other providers of such material and are protected in all forms by intellectual

property laws including without limitation copyright, trademark, patent, trade secret, and any

other proprietary rights whether or not registered related thereto (collectively “Intellectual

Property Rights”), are the exclusive property of Luminari and its licensors (the “Luminari

Content”). Except as explicitly provided herein, nothing in these terms shall be deemed to

create a licence or any right in or under, any such Luminari Content and Luminari’s or its

licensor’s Intellectual Property Rights, and you agree not to sell, licence, rent, modify, distribute,

copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create

derivative works from any materials or content accessible on the Services. Use of the Luminari

Content used for any purpose not expressly permitted by these terms is strictly prohibited.

Title to the Luminari Content remains with Luminari or its licensors. Use of any such property,

except as expressly authorized, shall constitute an infringement or violation of the rights of the

property owner and may be a violation of federal or other laws and could subject the infringer to

legal action. Luminari reserves the right for itself and third-party owners to take such steps as it

deems necessary, including legal action, to enforce its rights under trademark and copyright law.

You may only use the Services and the content including without limitation, the Luminari Content

available on the Websites and Applications for your personal and non-commercial use. You

shall not directly or indirectly reproduce, compile for an internal database, distribute, modify,

create derivative works of, publicly display, publicly perform, republish, download, store, or

transmit any of the material on our Website, in any form or medium whatsoever except a

reasonable number of copies for personal use only may be printed keeping any proprietary

notices thereon, which may only be used for non-commercial and lawful personal use and not

for further reproduction, publication, or distribution of any kind on any medium whatsoever.

Users are not permitted to modify copies of any materials from this Website nor delete or alter

any copyright, trademark, or other proprietary rights notices from copies of materials from this

site. You must not access or use for any commercial purposes any part of the Websites and

Applications or any Services or Luminari Content available through the Websites and

Applications.

If you print off, copy, or download any part of our Websites and Applications in breach of these

Terms, your right to use the Websites and Applications and the Services will cease immediately

and you must, at our option, return or destroy any copies of the materials you have made. You

have no right, title, or interest in or to the Website or to any content on the Website, and all

rights not expressly granted are reserved by Luminari.

Any use of the Website and Applications or the Services or the Luminari Content not expressly

permitted by these Terms is a breach of these Terms and may infringe or violate copyright,

trademark, and other intellectual property or other proprietary laws.

14. THIRD-PARTIES LINKS AND SERVICES

The Services may contain links to third-party websites, advertisers, services, or other events or

activities that are not owned or controlled by Luminari (collectively, “Third Party(ies)”). Luminari

does not endorse or assume any responsibility for any such Third-Party sites, information,

materials, products, or services. If you access a Third-Party website from the Services or use a

Third-Party service, you do so at your own risk, and you understand that these terms and the

release Luminari from all liability arising from your use of any Third-Party website, service, or

content. Additionally, your dealings with or participation in promotions of advertisers found on

the Services, including payment and delivery of goods, and any other terms (such as

warranties) are solely between you and such advertisers. You agree that Luminari shall not be

responsible for any loss or damage of any sort relating to your dealings with such advertisers.

Users may have to accept the terms of use applicable to the third-party content and/or software.

15. ELECTRONIC COMMUNICATIONS

By registering as a User or consenting to the Terms, you consent to receiving certain electronic

communications from us as further described in our Privacy Policy. Please read our Privacy

Policy to learn more about our electronic communications practices. You agree that any notices,

agreements, disclosures, or other communications that we send to you electronically will satisfy

any legal communication requirements, including that those communications be in writing

electronically.

We may use your personal information to send email and other communications to you about

our Services, offerings, news and opportunities. If you do not wish to receive such

communications, you can “unsubscribe” using the link provided in the communications, or by

contacting us at help@lumiqlearn.com .

16. INDEMNITY

You will defend, indemnify and hold harmless Luminari and its affiliates, agents, licensors, and

their respective employees, contractors, agents, officers and directors, from and against any

and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses, including

but not limited to attorney's fees, (collectively, “Losses”), whether such Losses arise prior to

termination of these terms or subsequent thereto, arising from: (i) your use of and access to the

Websites and Applications and/or the Services or the unauthorized use of your Account or

Credentials; any data or content transmitted or received by you including without limitation User

Content and Service Data; (ii) your violation of any term of these Terms, including without

limitation your breach of any of the representations and warranties herein; (iii) your violation of

any third-party right, including without limitation any right of privacy or Intellectual Property

Rights of any party including without limitation in Luminari Content; (iv) your violation of any

applicable law, rule or regulation; (v) any claim or damages that arise as a result of any of your

User Content or any that is submitted via your account; or (vi) any other party's access and use

of the Services with your account or log-in information; or (vii) use of the Luminari Content or

materials for any purpose not expressly permitted by the Terms. Notwithstanding the foregoing,

Luminari retains the right to participate in the defense of and settlement negotiations relating to

any third-party claim, complaint, demand, action, suit or proceeding with counsel of its own

selection at its cost and expense, provided further that you should not settle any claim without

Luminari’s prior written approval.

17. EXCLUSIONS

LUMINARI DOES NOT GUARANTEE ANY RESULTS FROM BROWSING OR USING THE

SERVICES OR ACCESSING THE WEBSITES AND APPLICATIONS. THE WEBSITES AND

APPLICATIONS AND THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE"

BASIS. ACCESS TO THE WEBSITES AND APPLICATIONS AND/OR USE OF THE

SERVICES IS AT YOUR OWN OPTION AND RISK. TO THE MAXIMUM EXTENT PERMITTED

BY APPLICABLE LAW, THE SERVICES IS PROVIDED WITHOUT WARRANTIES OF ANY

KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED

WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR

NON-INFRINGEMENT. WITHOUT LIMITATION TO THE FOREGOING, ANY CONTENT

INCLUDING WITHOUT LIMITATION, INFORMATION, DOCUMENTS, COURSES OR

MATERIAL THAT MAY BE POSTED ON, OR AVAILABLE THROUGH, THE WEBSITES AND

APPLICATIONS AND/OR THE SERVICES ARE FOR INFORMATIONAL PURPOSES ONLY

AND ARE NOT INTENDED TO REPLACE OR BE A SUBSTITUTE FOR ANY PROFESSIONAL

FINANCIAL, LEGAL, TAX, COMPLIANCE, OR OTHER ADVICE. NO INFORMATION,

WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM LUMINARI OR THROUGH THE

WEBSITES AND APPLICATIONS AND/OR THE SERVICES WILL AMOUNT TO ADVICE NOR

CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. WITHOUT LIMITING THE

FOREGOING, LUMINARI, ITS AFFILIATES, AGENTS, LICENSORS OR SUCCESSORS AND

THEIR RESPECTIVE EMPLOYEES, CONTRACTORS, DIRECTORS, AGENTS, OFFICERS

AND DIRECTORS DO NOT WARRANT THAT THE CONTENT IS ACCURATE, RELIABLE OR

CORRECT OR ERROR FREE; THAT THE SERVICES WILL MEET YOUR REQUIREMENTS;

THAT THE SERVICES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION,

UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE

CORRECTED; OR THAT THE SERVICES, FILES OR DATA AVAILABLE FOR DOWNLOADING

ARE FREE OF VIRUSES OR OTHER DESTRUCTIVE CODE OR HARMFUL COMPONENTS.

ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE

SERVICES IS DOWNLOADED AT YOUR OWN OPTION AND RISK AND YOU WILL BE

SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF

DATA THAT RESULTS FROM SUCH DOWNLOAD OR YOUR USE OF THE SERVICES. YOU

ARE ENTIRELY AND SOLELY RESPONSIBLE FOR YOUR USE OF THE WEBSITES AND

APPLICATIONS AND YOUR COMPUTER, INTERNET, AND DATA SECURITY.

LUMINARI DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME

RESPONSIBILITY FOR ANY PRODUCT OR SERVICES ADVERTISED OR OFFERED BY A

THIRD PARTY THROUGH THE LUMINARI SERVICES, WEBSITES AND APPLICATIONS OR

ANY HYPERLINKED WEBSITE, AND LUMINARI WILL NOT BE A PARTY TO OR IN ANY WAY

MONITOR ANY TRANSACTION BETWEEN YOU AND A USER OR THIRD-PARTY

PROVIDERS OF PRODUCTS OR SERVICES.

LUMINARI IS NOT RESPONSIBLE IN ANY MANNER FOR DIRECT, INDIRECT, SPECIAL OR

CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF OUR SERVICES, OR OF ANY

SOFTWARE THAT MAY BE AVAILABLE FOR DOWNLOAD OR THE PURCHASE OR

LICENSE OF ANY GOODS OR SERVICES RELATED TO THE SERVICES OR THE PAYMENT

OF THE SERVICES.

LUMINARI DOES NOT WARRANT THAT YOUR USE OF THE SERVICES WILL SATISFY OR

ENSURE COMPLIANCE WITH ANY REGULATORY, PROFESSIONAL OR LEGAL

OBLIGATIONS OR LAWS OR REGULATIONS. YOU ARE SOLELY RESPONSIBLE FOR

ENSURING THAT YOUR USE OF THE SERVICES IS IN ACCORDANCE WITH APPLICABLE

LAW AND OF YOUR PROFESSIONAL OBLIGATIONS.

18. LIMITATION OF LIABILITY

EXCEPT WHERE SUCH EXCLUSIONS ARE PROHIBITED BY LAW, UNDER NO

CIRCUMSTANCE WILL THE COMPANY NOR ITS AFFILIATES, AGENTS, LICENSORS OR

THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SERVICE

PROVIDERS, CONTRACTORS, LICENSEES, SUPPLIERS, OR SUCCESSORS BE LIABLE

FOR NEGLIGENCE, GROSS NEGLIGENCE, NEGLIGENT MISREPRESENTATION,

FUNDAMENTAL BREACH, DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY,

INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR

PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND

SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF

BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF

DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF

CONTRACT, BREACH OF PRIVACY, OR OTHERWISE, EVEN IF THE PARTY WAS

ALLEGEDLY ADVISED OR HAD REASON TO KNOW, ARISING OUT OF OR IN

CONNECTION WITH YOUR USE, OR INABILITY TO USE, OR PAYMENT OF, OR RELIANCE

ON, THE WEBSITES AND APPLICATIONS AND/OR THE SERVICES OR IN CONNECTION

WITH THE SERVICES, ANY LINKED WEBSITES OR SUCH OTHER THIRD-PARTY

WEBSITES, NOR ANY WEBSITE CONTENT, MATERIALS, POSTING, OR INFORMATION

THEREON EVEN IF THE PARTY WAS ALLEGEDLY ADVISED OR HAD REASON TO KNOW.

LUMINARI SHALL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES,

OR OTHER PROBLEMS INHERENT IN USE OF THE INTERNET, ELECTRONIC

COMMUNICATIONS, TELECOMMUNICATIONS NETWORKS OR OTHER SYSTEMS OR

NETWORKS OUTSIDE THE REASONABLE CONTROL OF LUMINARI.

19. FORCE MAJEURE

Luminari shall not be considered to be in default or breach of these Terms, and shall be excused

from performance or liability for damages to any other party, if and to the extent it shall be

delayed in or prevented from performing or carrying out any of the provisions of these Terms,

arising out of or from any act, omission, or circumstance by or in consequence of any act of

God, labor disturbance, pandemic, epidemic, sabotage, failure of suppliers of materials, act of

the public enemy, war, invasion, insurrection, riot, fire, storm, flood, ice, earthquake, explosion,

epidemic, breakage or accident to machinery or equipment or any other cause or causes

beyond Luminari’s reasonable control, including any curtailment, order, regulation, or restriction

imposed by governmental, military or lawfully established civilian authorities, or by making of

repairs necessitated by an emergency circumstance not limited to those listed above upon the

property or equipment of the Party or property or equipment of others. A Force Majeure event

does not include an act of negligence or Intentional Wrongdoing by a Party

20. DISPUTES/ARBITRATION/CHOICE OF FORUM

Your satisfaction with the Services is important to Luminari. If you have a complaint regarding

the Services, or with respect to any provision of the Terms, you must first submit your complaint

directly to Luminari at help@lumiqlearn.com. Luminari will review your complaint and seek to

answer the complaint as soon as reasonably possible.

If your complaint is not resolved to your reasonable satisfaction within 30 days of making the

complaint, you agree to resolve the complaint by final and binding arbitration to the extent

mandatory arbitration is permitted by applicable law. The arbitration will be conducted in the

province of Ontario, Canada,, in accordance with the commercial arbitration laws and rules in

Ontario, Canada. The complaint shall not be made the subject matter of an action in any court

unless the complaint has first been submitted to arbitration and finally determined in arbitration.

Any such action commenced thereafter shall only be for the purpose of enforcing the arbitration

decision and the costs incidental to the action.

21. INJUNCTIVE RELIEF

The Parties agree that irreparable harm can occur in the event that the provisions of the Terms

regarding the authorized use of the Luminari Content were otherwise breached for which money

damages would not be an adequate remedy at law. It is accordingly agreed that we shall be

entitled to an injunction or injunctions and other equitable relief to prevent such breaches of the

Terms, in a court of competent jurisdiction without proof of actual damages (and without the

requirement of posting a bond or other security) and the Receiving Party agrees not to plead

sufficiency of damages as a defense in any such proceeding.

22. GENERAL

(a) Geographic Restriction

The Services are controlled and operated by Luminari from within Canada. Luminari makes no

representations that the Services or the materials available via the Services, are appropriate or

available for use in other locations outside of Canada, the United States of America and

Bermuda, as they apply. Those who choose to access the Services from other locations do so

on their own initiative and are responsible for compliance of applicable local law.

(b) Governing Law

The Terms and any disputes shall be governed by the laws of the Province of Ontario and the

federal laws of Canada applicable therein regardless of the laws that might otherwise govern

under applicable principles of conflicts of laws thereof. The application of the United Nations

Convention on Contracts for the International Sale of Goods is expressly excluded.

The Terms, and any rights and licenses granted hereunder, may not be transferred or assigned

by you, but may be assigned by Luminari without restriction. Any intended assignment by you

in violation of this section is null and void. The Terms inure to the benefit of parties permitted

successors and assigns.

(d) Relationship of the Parties

Nothing in The Terms shall be construed as making either party the partner, joint venturer,

employer, contractor or employee of the other. Neither party shall have, or hold itself out to any

third party as having any authority to make any statements, representations or commitments of

any kind, or to take any action, that shall be binding on the other, except as provided for herein

or authorized in writing by the party to be bound.

(e) Notification Procedures

Luminari may provide notifications, whether such notifications are required by law or are for

marketing or other business related purposes, to you via email notice, written or hard copy

notice, or through conspicuous posting of such notice on our website, as determined by

Luminari in its sole discretion. Luminari reserves the right to determine the form and means of

providing notifications to our Users, provided that you may opt out of certain means of

notification as described in these Terms. Luminari is not responsible for any automatic filtering

you or your network provider may apply to email notifications we send to the email address you

provide us. We recommend that you add help@lumiqlearn.com to your email address book to

help ensure you receive email notifications from us.

(f) Entire Agreement

The Terms, together with the Privacy Policy and external documents referred thereto, contain

the entire understanding of the parties with respect to the subject matter hereof and supersede

all prior agreements and understandings, oral or written, with respect to such matters, which the

parties acknowledge have been merged into such documents, exhibits and schedules. For

certainty, this shall not apply to the SaaS agreements that remain in place between Luminari

and third parties independently.

(g) Severability

If any provision of the Terms is deemed invalid by a court of competent jurisdiction, the invalidity

of such provision shall not affect the validity of the remaining provisions of The Terms, which

shall remain in full force and effect.

(h) No Waiver

No waiver of any term of the Terms shall be deemed a further or continuing waiver of such term

or any other term, and Luminari's failure to assert any right or provision under the Terms shall

not constitute a waiver of such right or provision.

We value your visit to this Website and welcome any questions or comments you might have

about this Website, these Terms, or any of the products or services offered by Luminari. Please

refer to the Contact section of this Website for phone, email addresses and other ways to

Luminari Talent Inc.

Attn: Michael Kravshik, CPA, CA

CEO, Luminari Talent Inc.

325 Front Street West – Suite 400, Toronto, ON M5V2Y1; help@lumiqlearn.com