Terms of Service

# Terms of Service

**Product:** Brainrise (the "Service")
**Operator:** Southwest CP Investment LLC, a Texas limited liability company ("Company," "we," "us," or "our")
**Version:** 1.1
**Effective Date:** August 16, 2026
**Last Updated:** 2026-08-25

These Terms of Service ("Terms") form a legally binding agreement between you and Company governing your access to and use of the Service, including the website, applications, diagnostics, practice questions, AI coach chat, progress dashboards, parent reports, and all related content, features, and services (collectively, the "Service").

**How you accept these Terms.** You accept these Terms by an affirmative act, in one or both of the following places:

- **In the parental consent ceremony.** Before a Student may use the Service, the Parent completes the Parental Consent and Acknowledgment Form, which presents these Terms and each incorporated policy with a working hyperlink and a **separate, conspicuous, pre-unchecked checkbox for each document.** Checking those boxes and submitting the Form constitutes the Parent's acceptance of these Terms, on the Parent's own behalf and on the Student's behalf.
- **At checkout.** When you purchase or start a paid subscription, these Terms and the Privacy Policy are presented with working hyperlinks and a **conspicuous, pre-unchecked checkbox**; checking that box and completing the purchase constitutes your acceptance of these Terms.

**Creating an account does not, by itself, constitute acceptance of these Terms, and checking any box that accepts these Terms does not authorize any recurring charge.** Authorization for recurring charges is obtained separately at checkout, as described in Section 8.2 and in Section 1.4 of the Refund and Subscription Policy. **If you do not agree to these Terms, do not access or use the Service.**

**PLEASE READ SECTION 9 (NO GUARANTEE OF RESULTS), SECTION 10 (AI CONTENT DISCLAIMER), SECTION 12 (DISCLAIMER OF WARRANTIES), SECTION 13 (LIMITATION OF LIABILITY), AND SECTION 16 (BINDING ARBITRATION AND CLASS-ACTION WAIVER) CAREFULLY. THEY LIMIT OUR LIABILITY AND AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO SUE IN COURT AND TO PARTICIPATE IN A CLASS ACTION.**

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## 1. Definitions

- **"Service"** means the Brainrise website, applications, diagnostics, practice questions, AI coach chat, progress dashboards, parent reports, and all related content, features, and services, including all marketing and informational pages published by Company at its own domains.
- **"Account"** means the registered account used to access the Service.
- **"Parent"** means the parent or legal guardian who registers, purchases, supervises, and consents to a Student's use of the Service.
- **"Account Holder"** means the Parent who registered the Account and is responsible for payment, or, for an adult who holds their own Account, that adult. See Section 2.5.
- **"Student"** means the minor or adult learner who uses the Service, typically aged 13–17.
- **"User," "you," or "your"** means any person who accesses or uses the Service, including Parents and Students.
- **"Content"** means all questions, diagnostics, explanations, curricula, text, graphics, software, data, AI outputs, reports, and other materials made available through the Service.
- **"Submissions"** means chat inputs, responses, questions, feedback, support messages, or other materials you submit through the Service. See Section 7.1.
- **"AI Coach"** means the artificial-intelligence chat and explanation features of the Service, which are automated and are **not** a human teacher, tutor, or counselor (see Section 10 and the AI Disclosure and Student Safety Policy).
- **"Company Parties"** has the meaning given in Section 13.1.
- **"Dispute"** has the meaning given in Section 16.1.

These defined terms carry the same meaning across the entire Brainrise legal pack, including the Privacy Policy, **Consumer Health Data Privacy Policy,** Educational Disclaimer and Waiver, Refund and Subscription Policy, Affiliate Agreement, IP and DMCA Policy, Parental Consent Form, **AI Disclosure and Student Safety Policy, and Accessibility Statement.**

## 2. Eligibility and Age Requirements

2.1 The Service is intended for Students aged 13 through 17 whose Parent has registered an Account, purchased or activated access, and provided verifiable parental consent; adults aged 18 or older may hold their own Accounts and register on their own behalf. **Company records the Parent's consent as described in Section 9 of the Parental Consent and Acknowledgment Form. Where the Parent provides a payment card and a charge is completed in the Parent's name — including the first charge at the end of any free trial — Company additionally binds the consent record to that payment authorization. Before any charge is completed — during a free trial, or where the Parent enrolls without a payment method — Company relies on the Parent's signed Parental Consent and Acknowledgment Form, and the Student's Account operates under the limits described in Section 9 of that Form, until a payment authorization completes.**

2.2 **Users under 13 are not permitted.** We do not knowingly permit registration by, or collect personal information from, children under 13. If we learn that a child under 13 has provided information without applicable parental consent, we will delete it. See the Privacy Policy for our neutral age-gate and Children's Online Privacy Protection Act ("COPPA") practices.

2.3 A Student aged 13–17 may use the Service **only** through an Account created and supervised by a Parent who agrees to these Terms on the Student's behalf and completes the Parental Consent Form. The Parent is responsible for the Student's compliance with these Terms and for all activity under the Account. **A Student aged 13–17 uses the Service under the Parent's consent; the Student is not asked to accept these Terms and is not a party to them, except to the extent the law of the Student's state makes the Student a party. When the Student reaches the age of majority, Section 2.6 applies.**

2.4 By agreeing to these Terms, you represent and warrant that you have the legal capacity and authority to enter into this agreement (and, if you are a Parent, to bind the Student), and that all registration information you provide is accurate and current.

2.5 **Account authority; family and custody disputes.** For any Account associated with a Student, the **Parent who registered the Account (the "Account Holder")** is the person authorized to control the Account, manage its settings, receive parent reports, and make decisions about the Student's use, unless and until Company receives a valid court order or other legally sufficient documentation directing otherwise. Where a different person is responsible for payment, that person's authority is limited to billing matters. Company is a neutral service provider and is **not** obligated to adjudicate, mediate, or take sides in any dispute between parents, guardians, or family members (including separation, divorce, or custody disputes) over control of an Account or access to a Student's data. Company may, in its sole discretion, suspend an Account, decline to act, or act only on the direction of the Account Holder or a court order, and is not liable for doing so. You agree to resolve any such family dispute directly. **Nothing in this Section or in Section 14 requires you to indemnify Company for a claim brought by another parent or guardian that arises from Company's own act or omission, and this Section does not create any indemnity obligation for a person who is not a party to these Terms.**

2.5.1 **Privacy rights are not limited to the Account Holder.** Any **parent or legal guardian** of the Student may exercise the rights described in the Privacy Policy — access, review, correction, deletion, limiting collection, and withdrawal of consent — whether or not they registered the Account or paid for it, on verification of identity and relationship to the Student. **Company will not require a court order to honor a statutory privacy right.** Where two parents give Company conflicting instructions about the Student's data, Company will act on the instruction **resulting in the least processing of the Student's personal information**, will tell both parents in writing what it has done, and will otherwise decline to take sides.

2.6 **Students who reach adulthood.** When a Student reaches the age of majority, **the Student has the right, on request and with appropriate verification of identity, to have the Account and the Student's personal information transitioned to the Student's own control**, and the Account Holder's authority over that information ends on transition. Until the Student requests the transition, the Account remains under the Account Holder's authority for account-management purposes. **Once the Student reaches the age of majority, the Student may exercise every privacy right in the Privacy Policy in the Student's own name immediately, whether or not the Account has been transitioned.**

2.7 **Residence — the Service is not offered in New York.** The Service is **not offered to, and may not be purchased by, residents of the State of New York.**

(a) **Representation at signup.** By registering an Account, purchasing or activating access, or otherwise agreeing to these Terms, the Account Holder represents that **neither the Account Holder nor the Student is a resident of the State of New York.**

(b) **Duty to notify.** If the Account Holder or the Student later becomes a resident of the State of New York, the Account Holder **must notify Company promptly** at southwest@southwestcpinvestment.com.

(c) **What happens then.** If Company learns that an Account is held by a New York resident, or is used by a Student who is a New York resident, Company **may terminate the subscription and the Account** on the notice terms in Section 15.2, and **Company will refund the unused portion of the paid term on a pro rata basis.** That refund is the refund already provided by Section 15.2 and by Sections 4.2, 4.6, and 4.7 of the Refund and Subscription Policy; this Section does not create a different or narrower refund rule.

(d) **What this Section is, and is not.** This is a business decision by Company about **where it offers the Service.** It is **not** a statement about the State of New York, about any New York resident, or about any User. Company enforces this Section by relying on the representation in subsection (a) and the notice required by subsection (b); nothing in this Section is a representation that Company uses location detection of any kind.

## 3. Accounts and Security

3.1 You are responsible for maintaining the confidentiality of your login credentials and for all activity that occurs under your Account. Notify us immediately at southwest@southwestcpinvestment.com of any unauthorized use.

3.2 You may not share, sell, transfer, or sublicense your Account or allow access by anyone other than the registered User(s). One Account is licensed to one Student unless a multi-seat, family, or institutional plan is expressly purchased **under a separate written agreement with Company. These Terms do not govern any school, district, or other institutional purchase; those are available only under a separate written institutional agreement.**

3.3 We may suspend, restrict, or terminate any Account at any time as described in Section 15.

## 4. Educational Purpose Only

4.1 The Service is an educational-assistance tool designed to help Students study for standardized tests. It is **not** a substitute for classroom instruction, professional tutoring, academic advising, counseling, or the exercise of your own judgment and effort.

4.2 Your use of the Service, including any use of the AI Coach, is supplemental study material only. See the Educational Disclaimer and Waiver, which is incorporated into these Terms by reference.

## 5. License Grant and Restrictions

5.1 **License.** Subject to your compliance with these Terms and payment of applicable fees, Company grants you a limited, personal, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service and Content for your own personal, non-commercial, educational use during the term of your subscription.

5.2 **Reservation.** All rights not expressly granted are reserved by Company. This license does not grant you any ownership of, or any right to exploit, the Service or Content. See the IP and DMCA Policy.

## 6. Prohibited Conduct

You agree that you will **not**, and will not permit or assist any third party to:

(a) copy, reproduce, distribute, publicly display, publish, sell, rent, lease, sublicense, or otherwise commercialize any Content or any portion of the Service;
(b) **scrape, crawl, harvest, spider, data-mine, or use any automated means** (bots, scripts, or otherwise) to access, extract, index, or collect Content, questions, answers, or user data from the Service;
(c) **reverse engineer, decompile, disassemble, or attempt to derive** the source code, structure, algorithms, question bank, or underlying ideas of the Service, except to the limited extent this restriction is prohibited by applicable law;
(d) **share, resell, or provide access** to your Account, login credentials, questions, answer keys, or Content with or to any other person, class, tutoring business, or website;
(e) use the Service to build, train, benchmark, or improve any competing product, question bank, dataset, or machine-learning model, or to develop any product or service that competes with the Service;
(f) circumvent, disable, or interfere with any security, authentication, rate-limiting, usage-metering, digital rights management, or access-control feature;
(g) upload or transmit any virus, malware, or harmful code, or take any action that imposes an unreasonable or disproportionately large load on our infrastructure;
(h) probe, scan, or test the vulnerability of any system or network, or breach any security or authentication measure;
(i) submit false, misleading, or fraudulent information, impersonate any person or entity, or misrepresent your affiliation;
(j) use the Service to harass, abuse, defame, threaten, or harm others, or to transmit unlawful, infringing, obscene, or objectionable material;
(k) use the AI Coach to generate content that is unlawful, harmful, harassing, or that violates these Terms, or attempt to manipulate the AI Coach to bypass its safeguards;
(l) remove, obscure, or alter any copyright, trademark, or proprietary-rights notice; or
(m) use the Service in violation of any applicable local, state, federal, or international law or regulation.

**Security research safe harbor.** Paragraphs (f) and (h) do **not** apply to good-faith security research conducted in accordance with Company's coordinated disclosure practice: test only accounts you control, do not access, modify, or retain any other person's data, do not degrade the Service, and report what you find to southwest@southwestcpinvestment.com with the subject line "Security" before disclosing publicly, giving Company **ninety (90) days** to remediate. **Company will not pursue any claim, and will not support any claim by another party, against a researcher who stays within this paragraph.**

Any violation of this Section is a material breach and may result in suspension or termination as described in Section 15.2, plus any other remedies available to Company at law or in equity.

## 7. User Submissions and Feedback

7.1 The Service may allow you to submit chat inputs, responses, questions, or other materials ("Submissions"). You retain ownership of your Submissions but grant Company a worldwide, royalty-free, sublicensable license to host, use, reproduce, and process Submissions solely to operate, secure, and improve the Service, consistent with the Privacy Policy. **This Section 7.1 is the only license you grant Company in your Submissions; no other document in the Brainrise legal pack expands it.**

7.2 **Feedback.** If you provide suggestions, ideas, or feedback about the Service, you grant Company a perpetual, irrevocable, worldwide, royalty-free license to use and exploit that feedback for any purpose without compensation or attribution. See the IP and DMCA Policy.

7.3 **No confidentiality; what we keep.** Submissions, including AI Coach chat inputs and feedback, are **not confidential** and are not subject to any doctor–patient, therapist, counselor, attorney, or other privilege. Do not submit anything you consider private, secret, or privileged, and do not submit Social Security numbers, government IDs, payment card numbers, passwords, or other sensitive personal information. As described in the Privacy Policy and the AI Disclosure and Student Safety Policy, **Company does not retain AI Coach conversations as transcripts; AI Coach chat history exists only in the Student's browser session and is not stored on Company's systems. Where an automated safety or misuse rule is triggered, Company retains only a short excerpt of the triggering message (no more than 500 characters), the rule category, and a timestamp, for safety and abuse-prevention review. Company does not review AI Coach conversations for "quality," and does not make AI Coach conversations available to the Parent, except that a retained safety excerpt may be disclosed to the Account Holder and, where legally required or necessary to prevent imminent harm, to authorities. Other Submissions (for example, support messages and feedback) may be stored and reviewed as described in the Privacy Policy.**

7.4 **Moderation rights; no obligation to monitor.** Company **may, but is not obligated to,** monitor, review, screen, filter, moderate, edit, refuse, remove, or disable access to any Submission or User-provided content, at any time and for any reason, including content that violates these Terms or that Company considers objectionable, unsafe, or unlawful. Company does not guarantee that it reviews any particular Submission and is not liable for Submissions or for any action or inaction regarding them, to the maximum extent permitted by law. Company may preserve and disclose Submissions where it believes in good faith that doing so is necessary to comply with law, enforce these Terms, or protect the safety of any person (see the AI Disclosure and Student Safety Policy).

## 8. Fees, Subscriptions, and Trials

8.1 Access to paid features requires a subscription. Pricing, billing cycles, free-trial terms, cancellation, and refund rights are governed by the Refund and Subscription Policy, which is incorporated by reference.

8.2 Payments are processed by our third-party payment processor (Stripe). **Your authorization for recurring charges is not given by accepting these Terms.** Recurring-billing authorization is obtained separately, at checkout, through a distinct, conspicuous, pre-unchecked consent control presented immediately adjacent to the automatic-renewal offer terms, as described in Section 1.4 of the Refund and Subscription Policy. **Checking the box that accepts these Terms does not authorize any recurring charge.** You are responsible for all applicable taxes.

## 9. NO GUARANTEE OF RESULTS

> **9.1 THE SERVICE MAKES NO GUARANTEE, PROMISE, WARRANTY, OR REPRESENTATION OF ANY KIND REGARDING SCORE IMPROVEMENT, POINT GAINS, TEST RESULTS, PERCENTILE RANKINGS, ACADEMIC PERFORMANCE, COLLEGE ADMISSION, SCHOLARSHIP AWARDS, OR ANY OTHER OUTCOME. NO SPECIFIC RESULT IS PROMISED OR SHOULD BE EXPECTED.**
>
> **9.2 ANY STATEMENT, TESTIMONIAL, AVERAGE, OR EXAMPLE ANYWHERE ON THE SERVICE IS ILLUSTRATIVE ONLY AND IS NOT A PROMISE OR TYPICAL RESULT. INDIVIDUAL RESULTS DEPEND ENTIRELY ON EACH STUDENT'S EFFORT, ABILITY, PREPARATION, TEST CONDITIONS, AND MANY FACTORS OUTSIDE COMPANY'S CONTROL.**
>
> **9.3 YOU AGREE THAT YOU ARE NOT PURCHASING OR USING THE SERVICE IN RELIANCE ON ANY PROMISED SCORE, RESULT, OR OUTCOME, AND THAT NO SUCH RELIANCE IS REASONABLE. THE SERVICE PROVIDES EDUCATIONAL ASSISTANCE ONLY.**

This Section is reinforced by, and must be read together with, the Educational Disclaimer and Waiver and with Section 23.3 (Substantiation of Company claims).

## 10. AI Content Disclaimer

10.1 The AI Coach and other AI-generated explanations are produced by automated systems and **may be inaccurate, incomplete, outdated, or misleading.** AI outputs can "hallucinate" facts, misstate math or grammar rules, or provide reasoning that is wrong.

10.2 AI outputs are **not** professional, educational, psychological, medical, legal, financial, or admissions advice, and must not be relied upon as such. Always verify important information independently and consult a qualified professional where appropriate.

10.3 You are responsible for evaluating the accuracy and usefulness of any AI output before relying on it. Company disclaims all liability for actions taken based on AI outputs to the maximum extent permitted by law.

10.4 **AI transparency and safety.** You acknowledge that the AI Coach is an automated system and **not a human,** that it is disclosed as such, that no human monitors conversations in real time, and that AI Coach communications are not confidential and are not a crisis, counseling, or medical service. The Service is also designed so that there is **no user-to-user contact.** You further acknowledge that an AI study companion may not be suitable for every minor: the AI Coach is a study tool, not a friend, counselor, or substitute for a trusted adult, and the Parent may decide not to enable it, or may switch it off at any time. These matters are governed by the **AI Disclosure and Student Safety Policy,** which is incorporated into these Terms by reference. In any emergency, contact 911, 988, or local emergency services rather than relying on the Service.

10.5 **AI-generated marketing imagery.** People shown in Company's marketing images, website art, app art, advertisements, and social media are **generated by artificial intelligence and are not real people.** They are not students, customers, employees, or instructors of the Service, and they are not depictions of any identifiable real individual. No image of an AI-generated person constitutes a testimonial, endorsement, review, or claim of any result, and Company does not attribute quotations, ratings, scores, or outcomes to such figures. Company labels these images as AI-generated as described in the **AI Disclosure and Student Safety Policy** (Section 6A), which is incorporated into these Terms by reference. This Section 10.5 does not limit Section 9 (No Guarantee of Results) or Section 23 (Testimonials, Reviews, and Publicity).

## 11. Third-Party Services and Trademarks

11.1 The Service relies on third-party providers (including payment, hosting, analytics, AI, and email providers) as described in the Privacy Policy. We are not responsible for third-party services, and your use of them may be subject to their own terms.

11.2 **SAT® is a trademark registered by the College Board.** Company and the Service are **not affiliated with, authorized by, endorsed by, or sponsored by the College Board.** All product and company names, logos, and trademarks are the property of their respective owners and are used for identification only. See the Educational Disclaimer and Waiver and the IP and DMCA Policy.

## 12. Disclaimer of Warranties

> **12.1 THE SERVICE AND ALL CONTENT ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.**
>
> **12.2 COMPANY DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, SECURE, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS, THAT DEFECTS WILL BE CORRECTED, OR THAT THE CONTENT (INCLUDING AI OUTPUTS AND PRACTICE QUESTIONS) IS ACCURATE, COMPLETE, RELIABLE, OR CURRENT.**

Some jurisdictions do not allow the exclusion of certain warranties; in such jurisdictions the above exclusions apply to the fullest extent permitted.

## 13. Limitation of Liability

> **13.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY AND ITS OWNERS, MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, CONTRACTORS, AND AGENTS (THE "COMPANY PARTIES") WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, EDUCATIONAL OPPORTUNITY, TEST SCORES, OR ADMISSION OR SCHOLARSHIP OUTCOMES, ARISING OUT OF OR RELATING TO THE SERVICE OR THESE TERMS, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.**
>
> **13.2 SUBJECT TO SECTION 13.4, THE TOTAL AGGREGATE LIABILITY OF THE COMPANY PARTIES FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE SERVICE OR THESE TERMS WILL NOT EXCEED THE GREATER OF (A) THE TOTAL AMOUNT OF FEES YOU ACTUALLY PAID TO COMPANY FOR THE SERVICE IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) TWO HUNDRED FIFTY DOLLARS ($250).**

13.3 The limitations in this Section apply even if a remedy fails of its essential purpose. Some jurisdictions do not allow certain limitations, so some may not apply to you; in that case liability is limited to the fullest extent permitted by law.

13.4 **Carve-outs — non-limitable claims.** Nothing in Section 9, this Section 13, Section 14, or the Educational Disclaimer and Waiver limits, releases, caps, or excludes: (a) any liability that cannot be limited, released, or excluded under applicable law; (b) liability for gross negligence, fraud, or willful misconduct; (c) a minor Student's claim for personal injury; **or (d) any statutory claim belonging to a minor Student that a parent lacks the power to release under the law of the Student's state of residence, including any claim under a state consumer-protection, privacy, or artificial-intelligence statute; or (e) Company's obligations under Section 16.2.1 to bear arbitration filing, administrative, and arbitrator fees, and any award of costs or attorneys' fees, none of which count against the limit in Section 13.2.** The liability cap in Section 13.2 and the release in the Educational Disclaimer and Waiver do **not** apply to the claims described in this Section 13.4, which are governed by applicable law.

13.5 **Blue-pencil severance for non-waivable minor claims.** If a court of competent jurisdiction determines that any release, waiver, arbitration provision, or liability limitation in these Terms or the Educational Disclaimer and Waiver is unenforceable as applied to a minor Student's non-waivable claim (including a personal-injury claim), that claim — and only that claim — will be severed and may proceed in **a court of competent jurisdiction**, **without** voiding, reducing, or impairing the enforceability of the remaining provisions as to all other claims, parties, and matters.

## 14. Indemnification

You agree to defend, indemnify, and hold harmless the Company Parties from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) your or the Student's use of the Service; (b) your Submissions; (c) your breach of these Terms or any incorporated policy; (d) your violation of any law or the rights of any third party; or (e) if you are a Parent, any act or omission of the Student. **This Section does not require you to indemnify any Company Party against a claim arising from that Company Party's own gross negligence, fraud, or willful misconduct.** Company may assume the exclusive defense and control of any matter subject to indemnification, and you agree to cooperate.

## 15. Suspension, Termination, and Effect

15.1 **By You.** You may stop using the Service and cancel your subscription at any time per the Refund and Subscription Policy.

15.2 **By Company.** We may suspend or terminate your Account and access, in whole or in part, for any reason, including suspected violation of these Terms, non-payment, fraud, or to comply with law or protect the Service or others. **Except where the breach involves fraud, or conduct that threatens the safety of any person, or where immediate action is required by law, we will give you at least ten (10) days' written notice describing the breach and an opportunity to cure it before terminating. Where Company terminates a paid subscription other than for fraud or a safety violation, Company will refund the unused portion of the paid term on a pro rata basis.** For a breach involving fraud or a threat to safety, termination may be immediate.

15.3 **Effect.** Upon termination, your license ends and you must cease all use of the Service and Content. Sections that by their nature should survive (including Sections 3, 5.2, 6, 7, 8, 9–14, and 16–23) survive termination.

## 16. Binding Arbitration and Class-Action Waiver

**PLEASE READ THIS SECTION CAREFULLY. IT REQUIRES DISPUTES TO BE RESOLVED BY INDIVIDUAL ARBITRATION AND WAIVES YOUR RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN A CLASS ACTION.**

16.1 **Agreement to Arbitrate.** Except as provided in Section 16.5, you and Company agree that any dispute, claim, or controversy arising out of or relating to the Service or these Terms (a "Dispute") will be resolved exclusively by **final and binding individual arbitration**, and not in court, except that either party may bring an individual claim in small-claims court if it qualifies.

16.2 **Rules, Administrator, and Forum.** The arbitration will be **administered by JAMS under the JAMS Comprehensive Arbitration Rules and Procedures (or, where they apply by their terms, the JAMS Streamlined Arbitration Rules and Procedures), together with the JAMS Consumer Arbitration Minimum Standards, each then in effect** (together, the "Rules"). The parties may substitute a different neutral, independent administrator, or a different established set of consumer arbitration rules, by written agreement. If JAMS is unwilling or unable to administer the arbitration and the parties do not agree on a substitute administrator within thirty (30) days after a demand for arbitration is served, either party may apply to a court of competent jurisdiction in Dallas County, Texas to appoint a neutral arbitrator under **Section 5 of the Federal Arbitration Act (9 U.S.C. § 5)**, who will conduct the arbitration under the Rules. **The parties intend to arbitrate regardless of the availability of any particular administrator; the identity of the administrator is not integral to this agreement to arbitrate, and no administrator's unavailability (including JAMS's) renders this Section unenforceable. Where the Rules assign a function to the administrator and no administrator is serving, the arbitrator appointed under 9 U.S.C. § 5 performs that function.** The arbitration will be seated in **Dallas County, Texas**, or conducted by videoconference or telephone at the consumer's election. The arbitrator's award may be entered in any court of competent jurisdiction.

16.2.1 **Arbitration fees and costs.** Where you are an individual and not a business entity, **Company will pay all filing, administrative, and arbitrator fees in excess of the lesser of (i) $250 or (ii) the amount you would have paid to file the same claim in the state or federal trial court for the county where you live**, and Company will not seek to recover those fees from you. If the Rules of the administrator then serving would require you to pay less than that amount, **the lower amount controls, and nothing in this Section 16.2.1 may be read to increase any fee you owe under those Rules**. Company will not seek recovery of its own attorneys' fees or costs from you. Nothing in this Section requires you to bear any fee, cost, or expense you would not bear if the claim were brought in that court. **This Section applies whichever administrator conducts the arbitration**, so your fee protection does not depend on any particular arbitration provider or its fee schedule. Company's obligations under this Section 16.2.1 **are not subject to the limitation in Section 13.2**, as provided in Section 13.4(e).

**Frivolous claims.** If the arbitrator finds that a claim or defense was frivolous or brought for an improper purpose under the standard of Federal Rule of Civil Procedure 11(b), the arbitrator may award the reasonable attorneys' fees and costs caused by that claim or defense **to either party against the other**. **This paragraph does not apply where you reside in California or in any other jurisdiction whose law prohibits requiring a consumer to pay an opposing party's fees or costs, and does not apply to any arbitration conducted in California**; in those cases Company will not seek recovery of its attorneys' fees or costs from you under this Agreement. Nothing in this paragraph limits any right either party has under applicable law, and nothing in it requires you to pay any amount you would not be required to pay in the court identified above.

16.3 **Class-Action Waiver.** **YOU AND COMPANY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING.** Except as provided in Section 16.9 (batching), the arbitrator may not consolidate more than one person's claims or preside over any form of a representative or class proceeding. If this waiver is found unenforceable as to a particular claim, that claim (and only that claim) will be severed and heard in court, and the remainder will proceed in arbitration.

16.4 **30-Day Opt-Out.** You may opt out of this Section 16 by sending written notice to southwest@southwestcpinvestment.com (subject line **"Arbitration Opt-Out"** or **"Exclusión de Arbitraje"** — we honor either) within **30 days** of first accepting these Terms. Your notice must include your name, the email address you used to register or purchase, and a clear statement that you wish to opt out of arbitration; if you have not yet created an Account, any email address at which we can reach you is sufficient. Opting out does not affect any other provision of these Terms.

16.5 **Exceptions.** (a) Nothing in this Section prevents either party from seeking injunctive or equitable relief in a court of competent jurisdiction to protect intellectual-property rights or to address unauthorized access, scraping, or misuse of the Service. (b) Either party may bring an individual claim in small-claims court if it qualifies. **(c) Public injunctive relief. Notwithstanding anything to the contrary in this Section, nothing in these Terms waives, limits, or requires arbitration of any claim for public injunctive relief brought under a statute that provides for it. If a Dispute includes a claim for public injunctive relief, that claim alone is severed and may be brought in a court of competent jurisdiction, and the remaining claims proceed in arbitration. This subsection is not severable from Section 16.**

16.6 **Students who are minors.** The Parent enters into this Section **both in the Parent's own right and as agent for the Student**, and represents that the Parent has authority to do so. The Parent's assent binds the Parent directly and, to the fullest extent permitted by applicable law, binds the Student. **A Student who has reached the age of majority and who continues to access or use the Service thereafter ratifies these Terms, including this Section.** Company does not contend that a Student may ratify these Terms while still a minor, and nothing in this Section purports to make a minor's continued use a ratification; the law of the Student's state governs a minor's right to disaffirm, and this Section does not limit it. **Company will re-present these Terms for renewed assent by the Parent, upon any material change to this Section and not less than once every twelve (12) months.** Nothing in this Section purports to waive any right of a minor that cannot be waived under the law of the Student's state of residence.

16.7 **Federal Arbitration Act.** This Section is governed by the Federal Arbitration Act.

16.8 **Informal resolution first.** Before initiating arbitration, you and Company each agree to attempt informal resolution for **sixty (60) days**. The party raising the Dispute will send a written Notice of Dispute to the other (to Company at southwest@southwestcpinvestment.com, subject line "Notice of Dispute") describing the claim, the specific relief sought, and the claimant's name, Account email, and address, **signed by the individual claimant**. Either party may request an individual telephone settlement conference, and both will participate in good faith. The 60-day period tolls any applicable limitations period. Compliance with this Section is a condition precedent to commencing arbitration, and either party may seek a court order to enforce it.

16.9 **Batching of similar claims.** If **twenty-five (25) or more** demands for arbitration raising substantially similar claims are filed against Company by or with the assistance of the same law firm or coordinated group within a **ninety (90) day** period, the demands will be administered in sequential batches of no more than fifty (50), each batch treated as a single consolidated arbitration with a single arbitrator and a single set of filing fees. JAMS (or a substitute administrator selected under Section 16.2) will administer this batching under its mass-arbitration or similar procedures then in effect, and the parties will cooperate to implement it, and each batch will proceed to resolution before the next is filed. Any applicable limitations period is tolled for all claimants in unfiled batches. **If JAMS is unavailable to administer the batching and the parties do not agree on a substitute administrator within thirty (30) days, either party may apply to a court of competent jurisdiction in Dallas County, Texas to appoint one or more arbitrators under 9 U.S.C. § 5 to conduct the batches under the Rules; this Section 16 continues to apply to those Disputes.** The class-action waiver in Section 16.3 remains in effect in all cases. **No arbitrator's determination in one batch binds any claimant in another batch.**

## 17. Governing Law, Venue, and Jury-Trial Waiver

17.1 **Governing law and venue.** These Terms and any Dispute are governed by the laws of the **State of Texas**, without regard to conflict-of-laws rules, **except that Section 19.8 (Language of the transaction) governs which language version of these Terms applies to you, and except that no choice of law deprives you of the protection of any non-waivable consumer-protection provision of the law of your state of residence.** Subject to Section 16, the exclusive venue for any permitted court proceeding is the state and federal courts located in **Dallas County, Texas**, and you consent to personal jurisdiction there.

17.2 **Jury-trial waiver (standalone).** TO THE MAXIMUM EXTENT PERMITTED BY LAW, AND SEPARATELY AND INDEPENDENTLY OF THE ARBITRATION AGREEMENT IN SECTION 16, YOU AND COMPANY EACH KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY **WAIVE ANY RIGHT TO A TRIAL BY JURY** IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THE SERVICE OR THESE TERMS THAT, FOR ANY REASON, PROCEEDS IN COURT RATHER THAN IN ARBITRATION. THIS JURY-TRIAL WAIVER APPLIES ONLY TO THE MAXIMUM EXTENT PERMITTED BY THE LAW OF THE STATE WHOSE LAW GOVERNS THE PROCEEDING AND **DOES NOT APPLY WHERE PRE-DISPUTE CONTRACTUAL JURY WAIVERS ARE UNENFORCEABLE, INCLUDING IN CALIFORNIA AND GEORGIA.** THIS SECTION 17.2 IS SEVERABLE FROM SECTION 16, AND A DETERMINATION THAT THIS SECTION IS UNENFORCEABLE DOES NOT AFFECT SECTION 16.

## 18. Changes to the Terms

18.1 **General changes.** We may modify these Terms at any time. If we make material changes, we will provide notice by posting the updated Terms with a new version number and a new "Last Updated" date and, where the change is material, by email or in-Service notice. Except as provided in Section 18.2, changes are effective when posted unless otherwise stated, and your continued use of the Service after the change takes effect constitutes acceptance of the non-dispute terms. If you do not agree, you must stop using the Service.

18.2 **Changes to the dispute-resolution terms (Section 16).** Notwithstanding Section 18.1, any material change to Section 16 (Binding Arbitration and Class-Action Waiver) will be communicated to the Parent/Account Holder **by email in advance,** will apply **only prospectively,** and will **not** apply retroactively to any Dispute that arose, or of which Company had actual notice, on or before the date the change takes effect. You may **reject** any change to Section 16 by sending written notice to southwest@southwestcpinvestment.com within **thirty (30) days** of our notice; if you timely reject, the version of Section 16 in effect immediately before the change will continue to govern Disputes between you and Company, and your rejection will not affect any other provision of these Terms.

## 19. General

19.1 **Entire Agreement.** These Terms, together with the Privacy Policy, **Consumer Health Data Privacy Policy,** Educational Disclaimer and Waiver, Refund and Subscription Policy, IP and DMCA Policy, AI Disclosure and Student Safety Policy, Accessibility Statement, and (where applicable) the Affiliate Agreement and Parental Consent Form, constitute the entire agreement between you and Company and supersede all prior agreements on the subject.

19.2 **Severability.** If any provision is held unenforceable, it will be modified to the minimum extent necessary or severed, and the remaining provisions remain in effect.

19.3 **No Waiver.** Company's failure to enforce any provision is not a waiver.

19.4 **Assignment.** You may not assign these Terms without our prior written consent. Company may assign these Terms freely, including in connection with a merger, acquisition, or sale of assets, subject to Section 6 of the Privacy Policy.

19.5 **Force Majeure.** Company is not liable for any failure or delay caused by events beyond its reasonable control.

19.6 **Notices.** Legal notices to Company must be sent to Southwest CP Investment LLC, 7301 State Highway 161, #148, Irving, TX 75039, with a copy to southwest@southwestcpinvestment.com. **Notices are effective on receipt at the address above. Company will keep this address current and will update these Terms within thirty (30) days of any change to its principal place of business. If a notice is returned as undeliverable, notice by email to southwest@southwestcpinvestment.com with confirmation of transmission is sufficient.**

19.7 **Contact.** Questions about these Terms: southwest@southwestcpinvestment.com.

19.8 **Language of the transaction.** Where Company offers, advertises, or sells the Service to you in Spanish and you accept in Spanish, **the Spanish-language versions of these Terms and the incorporated policies govern your agreement**, and all disclosures required by law or by the Federal Trade Commission's rules will be provided to you in Spanish. Company maintains the Spanish and English versions as substantively identical and will correct any discrepancy within ten (10) business days of being notified at southwest@southwestcpinvestment.com.

19.9 **Consent to electronic records and signatures (E-SIGN).** To agree to these Terms electronically, and to receive our agreements, policies, billing notices, trial and renewal reminders, and other required disclosures by email or in your Account instead of on paper, you consent to do business electronically under the federal Electronic Signatures in Global and National Commerce Act (E-SIGN), 15 U.S.C. § 7001. **You may request any of these records on paper, free of charge, by emailing southwest@southwestcpinvestment.com with the subject line "Paper Copy"; we will mail it within ten (10) business days at no charge. You may withdraw your consent to electronic delivery at any time by emailing southwest@southwestcpinvestment.com with the subject line "Paper Delivery," after which we will mail required disclosures to a postal address you provide; withdrawing this consent does not cancel your subscription, change your price, or end your access to the Service, but you must give us a postal address, and if we cannot deliver by mail we may have to close the Account.** To receive and keep these records electronically you need a device with an internet connection, a current web browser, an email account you can access, and the ability to save or print a PDF or web page. Keep your email address current; notices sent to the address on file are effective when sent.

## 20. Communications Consent

20.1 **Service and transactional messages.** By creating an Account or purchasing the Service, you consent to receive account, billing, security, transactional, and Service-related communications (including parent reports) by email. These are part of the Service and are not "marketing" messages.

20.2 **Marketing email; CAN-SPAM.** We may send marketing or promotional emails to the Parent/Account Holder. Every such email will identify Company, include a valid postal address, and provide a working unsubscribe mechanism, consistent with the **CAN-SPAM Act.** You can opt out of marketing email at any time using that mechanism or by contacting southwest@southwestcpinvestment.com; transactional messages will continue.

20.3 **SMS/text messages (reserved).** The Service does not currently send SMS/text messages. **If** we later offer text messaging, we will obtain your **prior express written consent** as required by the **Telephone Consumer Protection Act ("TCPA")** before sending, will disclose message frequency and rates, and will honor STOP/opt-out requests. Consent to texts will not be a condition of purchase. Nothing here currently authorizes, or should be read as your consent to, autodialed or prerecorded calls or texts.

## 21. Service Availability, Beta Features, and No Uptime Guarantee

21.1 **No uptime guarantee.** The Service is provided on an "as available" basis. Company does **not** guarantee that the Service will be available, uninterrupted, timely, or error-free, and makes **no uptime, service-level, or availability commitment.** We may modify, suspend, throttle, or discontinue any part of the Service, or perform maintenance, at any time, with or without notice. **This Section does not apply to the self-service cancellation control, which remains available as described in the Refund and Subscription Policy.**

21.2 **Beta and new features.** Some features (including new AI features and any feature labeled "beta," "preview," "early access," or "experimental") may be offered on a trial basis and may be incomplete, unstable, or changed or withdrawn at any time. Beta features are provided **"as is," with no warranty of any kind,** and your use is at your own risk. Sections 12 and 13 apply fully to beta features.

21.3 **No liability for unavailability.** To the maximum extent permitted by law, Company is not liable for any unavailability, interruption, suspension, discontinuation, data loss, or change of the Service or any feature. Your sole remedy is to stop using the Service and cancel per the Refund and Subscription Policy.

## 22. Geographic Scope — United States Only

22.1 **U.S. offering.** The Service is offered and directed **solely to users located in the United States** and is operated from the United States. It is not intended for, directed to, or offered to users in the European Union, the United Kingdom, or other jurisdictions, and we make no representation that the Service is appropriate or available for use outside the United States.

22.2 **Users outside the U.S.** If you access the Service from outside the United States, you do so on your own initiative, at your own risk, and are responsible for compliance with local law. You consent to the processing of your information in the United States (see the Privacy Policy). Company does not intend to subject itself to the GDPR, UK GDPR, or other non-U.S. data-protection or consumer-protection regimes by offering the Service, and nothing in the Service is an offer of goods or services to individuals in those jurisdictions.

22.3 **Export and sanctions.** You represent that you are not located in, and are not a national of, any country or person subject to U.S. embargo or sanctions, and that you will not use the Service in violation of U.S. export-control or sanctions laws.

22.4 **New York.** In addition to the U.S.-only scope described in this Section, the Service is **not offered to, and may not be purchased by, residents of the State of New York.** See Section 2.7.

## 23. Testimonials, Reviews, and Publicity

23.1 **Truthful testimonials only.** Any testimonial, review, or endorsement Company publishes will reflect a genuine user's honest experience and will not state or imply any guaranteed score or outcome, consistent with Section 9 and the Educational Disclaimer and Waiver, and with the FTC's rules on endorsements and consumer reviews.

23.2 **Your consent for use of a submission.** If you (or, for a Student, the Parent) voluntarily submit a testimonial, review, photo, or similar content and consent to its public use, you grant Company a worldwide, royalty-free, sublicensable license to use, reproduce, and display it (and the associated first name and general location, if provided) for marketing, subject to the Privacy Policy. **We will not publish a Student's testimonial, image, or likeness without the Parent/Account Holder's separate written consent, given specifically for that publication and verified in the manner described in Section 9 of the Parental Consent and Acknowledgment Form.** You may request removal of a testimonial you provided by contacting southwest@southwestcpinvestment.com.

23.3 **Substantiation of Company claims.** Company will not publish, and will not authorise any person to publish on its behalf, any representation of a score improvement, point gain, percentile change, admission outcome, or scholarship outcome. Where Company publishes any performance representation, it will hold competent and reliable substantiation for it before publication and will disclose the generally expected performance where the representation is not typical. **Company holds itself to at least the standard it imposes on its Affiliates in Section 8 of the Affiliate Program Agreement.**

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*Southwest CP Investment LLC — Brainrise.*