1. Overview
These Terms and Conditions (the “Terms”) are a binding contract between you and Passing Rate LLC (“Passing Rate LLC,” “we,” “us,” or “our”) and govern your access to and use of the website at passingrate.com, together with any subdomains, applications, content, and online services we make available (collectively, the “Services”). Please read them closely. By creating an account, purchasing, or otherwise using the Services, you confirm that you have read these Terms, that you understand them, and that you accept them in full. If you do not accept them, please do not use the Services.
These Terms include an agreement to resolve disputes through individual arbitration and a waiver of class actions and jury trials. Those provisions are described in the “Dispute Resolution” section and affect your legal rights, so we encourage you to review that section carefully.
Nothing in these Terms creates any employment, agency, partnership, or joint-venture relationship between you and us.
2. Who We Are
The Services are provided by Passing Rate LLC.
Mailing address: 7533 S Center View Ct Ste N, West Jordan, UT 84084, USA
Contact email: support@passingrate-fi.com
Any notice or request relating to these Terms should be sent to the email address above.
3. Eligibility and Age Requirements
The Services are intended for individual learners preparing for securities qualification examinations. To use the Services you must be able to form a legally binding contract with us.
We do not permit children under the age of 13 to use the Services or to provide us with any personal information. Individuals who are at least 13 but under the age of 18 (or the age of majority where they live) may use the Services only with the involvement, supervision, and consent of a parent or legal guardian, who agrees to be bound by these Terms on the minor's behalf and to be responsible for the minor's use of the Services.
By using the Services you also represent that you are not located in, and are not a national or resident of, any country or region subject to a comprehensive U.S. government embargo, and that you do not appear on any U.S. government list of restricted or prohibited parties. You agree to comply with all applicable export-control and sanctions laws.
4. Your Account
Some features require you to register for an account. When you register, you agree to give accurate and complete information and to keep it current. You are responsible for everything that happens under your account.
Each person may hold only one account, and accounts are personal to you. You may not share your login, sell or transfer your account, or let anyone else use your access; the Services are licensed to a single named user. Choose a strong password, keep your credentials confidential, and contact us promptly at the email above if you believe your account or credentials have been compromised, accessed without permission, or used by someone else.
Accounts created by bots, scripts, or other automated means are not allowed.
5. Suspension, Termination, and Closing Your Account
You may stop using the Services and close your account at any time by contacting us at the email above.
We may suspend, limit, restrict, or terminate your account or your access to all or part of the Services at our discretion if we reasonably believe you have violated these Terms, created risk or legal exposure for us, or engaged in fraudulent, abusive, or unlawful conduct. Where practical and appropriate we will try to notify you, but we are not required to do so.
Suspension or termination because of your own conduct does not entitle you to any refund and does not relieve you of amounts already owed. Sections of these Terms that are meant to survive termination will continue to apply after your account ends.
6. The Services
We provide digital exam-preparation and online test-taking services, which may include question banks, practice and simulated exams, study guides and other study materials, performance tracking, and related online tools. The Services are delivered electronically. We do not sell or ship any physical products.
We are continually improving the Services, and we may add, change, update, correct, or remove content and features over time so that the material stays current with the examinations it covers. Content that is removed may no longer be available, and we do not guarantee that any particular item of content will remain available throughout your access period.
7. Purchases, Pricing, and Payment
Paid products are offered as a one-time purchase that includes access to the purchased materials for a fixed access period stated at the time of sale. Prices, product descriptions, and availability are shown on the Services and may change at any time before you buy.
To place an order, select the product you want, review the details and total shown (including any applicable taxes and fees), and submit your order. Submitting an order is an offer to purchase and, once accepted, creates an obligation to pay the amount shown. After your order is received we will send a confirmation to the email address associated with your account. You are responsible for any taxes associated with your purchase.
Payments are handled by independent third-party payment processors. We do not collect or store your full card or bank-account details; we receive only confirmation of whether a payment succeeded. If a payment is declined or reversed, we are not obligated to provide or continue the related product, and we may suspend access until the matter is resolved. You do not acquire any right to use a purchased product until we have received payment in full.
8. Access Period and Extensions
Each purchase grants access to the applicable materials for the access period shown at checkout, beginning on the date of purchase. When the access period ends, your access to that product will expire.
If you would like more time, additional access may be available for purchase, subject to the options and prices shown on the Services at the time you request an extension.
9. Coupons and Discounts
From time to time we may offer discounts, promotional pricing, or coupon codes. Any such offer is provided at our discretion and is subject to the specific terms shown with it.
Unless stated otherwise: a coupon must be used within the stated time and in the manner described; it must be applied in full at the time of purchase and cannot be partially redeemed, banked, or exchanged for cash; coupons may not be combined with one another; and a coupon has no cash value. Coupons are for personal, non-commercial use only, and may not be copied, sold, or transferred. A past discount does not create any right to the same or a similar discount in the future.
10. Refund Policy
Because the Services are delivered digitally and provide immediate access to study materials, refunds are limited as follows.
You may request a refund within 14 days of your purchase, provided that (a) you have accessed no more than approximately 20% of the purchased content and (b) you have not completed a full practice or simulated final exam. If either of those thresholds has been crossed, or if more than 14 days have passed, the purchase is non-refundable and all sales are final.
To request a refund, contact us at the email above with your order details. Approved refunds are returned to the original payment method, typically within a few business days. When a refund is issued, your access to the related product ends.
11. Pass Guarantee (Extended Access)
Selected products may be offered with a Pass Guarantee. Where a product is identified as eligible, and where you meet the qualifying conditions below, our Pass Guarantee provides continued or extended access to the purchased materials at no additional charge until you pass the corresponding examination. The Pass Guarantee provides extended access only; it does not provide and is not a refund or any cash payment.
To qualify you must, within the product's stated access period: complete the required number of timed practice final exams identified for that product, each at or above the stated passing score; sit the actual examination within the time window stated for the product after completing those practice exams; and provide official proof of your examination result on request. The Pass Guarantee applies only to products expressly marked as eligible, applies to the original purchaser only, and is void in cases of misuse, account sharing, or violation of these Terms.
12. License and Intellectual Property
All content and materials available through the Services — including text, questions and explanations, study guides, graphics, logos, designs, software, and the selection and arrangement of that content — are owned by us or our licensors and are protected by intellectual-property laws. “Passing Rate” and our logos are our trademarks and may not be used without our prior written permission.
Subject to your compliance with these Terms, we grant you a personal, limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Services for your own personal, non-commercial exam preparation. You may not, and may not allow anyone else to, copy, download (except where a feature expressly allows it), record, screenshot, scrape, reproduce, republish, distribute, sell, resell, rent, lease, sublicense, transfer, modify, translate, reverse engineer, or create derivative works from any part of the Services, nor use the Services to build or train a competing product or service. You also may not remove or alter any proprietary notices. This license ends automatically if you breach these Terms or when your access period or account ends.
13. Acceptable Use
You agree to use the Services only for lawful purposes and only as permitted by these Terms. In particular, you agree not to:
- misrepresent your identity, age, or eligibility, or impersonate any person or entity;
- share, sell, or provide others access to your account, credentials, or the content;
- probe, scan, or test the security of the Services, or breach or circumvent any security or authentication measure;
- introduce malware, or otherwise interfere with, disrupt, or place an unreasonable load on the Services or their infrastructure;
- use any automated means to access, harvest, scrape, or copy content or data from the Services without our written permission;
- collect or misuse other users' information, or infringe the intellectual-property or privacy rights of others;
- upload or transmit content that is unlawful, infringing, deceptive, harassing, hateful, or otherwise objectionable; or
- use the Services for any commercial purpose, or to advertise or resell, without our written consent.
We may take any action we consider appropriate to protect the Services and our users, including removing content, limiting access, and reporting conduct to the authorities.
14. Your Submissions
If you send us feedback, suggestions, reviews, or other materials (“Submissions”), you are responsible for them and you confirm you have the right to provide them. You grant us a non-exclusive, royalty-free, worldwide, perpetual license to use, reproduce, modify, and display your Submissions in connection with operating and improving the Services. We are free to use feedback and suggestions without obligation to you.
15. Third-Party Links and Resources
The Services may link to or rely on websites, resources, or services operated by third parties. We do not control those third parties and are not responsible for their content, products, availability, or practices. Your dealings with any third party are solely between you and that third party, and any third-party terms and privacy policies will govern that relationship.
16. Service Availability
We aim to keep the Services available, but we may interrupt, suspend, or restrict access for maintenance, updates, security, or other operational reasons, and we may modify or discontinue all or part of the Services. We are not liable for any unavailability, and we are not responsible for failures or delays caused by events beyond our reasonable control.
17. Disclaimers
THE SERVICES AND ALL CONTENT ARE PROVIDED “AS IS” AND “AS AVAILABLE,” AND YOUR USE OF THEM IS AT YOUR OWN RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, SECURE, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS, OR THAT ANY CONTENT IS ACCURATE OR COMPLETE.
Our materials are study aids only and are not financial, legal, tax, or professional advice. We do not guarantee any particular score or outcome, and passing any examination depends on many factors outside our control. Any performance feedback, scores, or readiness indicators are diagnostic tools to help you study and are not a prediction or guarantee of your actual examination results.
Some jurisdictions do not allow certain warranty exclusions, so some of the above may not apply to you, and you may have additional rights under local law.
18. Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY LAW, WE AND OUR OWNERS, OFFICERS, EMPLOYEES, AND SERVICE PROVIDERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, DATA, GOODWILL, OR OTHER INTANGIBLE LOSSES, ARISING FROM OR RELATING TO YOUR USE OF (OR INABILITY TO USE) THE SERVICES.
TO THE FULLEST EXTENT PERMITTED BY LAW, OUR TOTAL LIABILITY FOR ALL CLAIMS RELATING TO THE SERVICES WILL NOT EXCEED THE AMOUNT YOU PAID TO US FOR THE SERVICES IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM. THESE LIMITS APPLY REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
Some jurisdictions do not allow certain limitations, so some of the above may not apply to you. Nothing in these Terms limits liability that cannot be limited under applicable law.
19. Indemnification
You agree to defend, indemnify, and hold harmless Passing Rate LLC and its owners, officers, employees, and service providers from and against any claims, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising out of or related to your use of the Services, your Submissions, your violation of these Terms, or your violation of any law or the rights of any third party.
20. Dispute Resolution; Arbitration; Class-Action and Jury Waiver
Please read this section carefully — it affects how disputes are resolved.
Informal resolution first. Before starting a formal proceeding, you agree to contact us at the email above and give us a reasonable opportunity (at least 30 days) to resolve the dispute informally.
Binding arbitration. Except as noted below, any dispute, claim, or controversy arising out of or relating to these Terms or the Services that is not resolved informally will be settled by final and binding arbitration administered by the American Arbitration Association under its applicable rules. The arbitration will take place in the State of Utah (or by remote means where available), and judgment on the award may be entered in any court of competent jurisdiction.
Class-action and jury waiver. To the fullest extent permitted by law, disputes will be conducted only on an individual basis. You and we each waive any right to a jury trial and any right to bring or participate in a class, collective, consolidated, or representative action. An arbitrator may not combine, join, or consolidate the claims of more than one individual.
Exceptions. Either party may bring a qualifying claim in small-claims court, and either party may seek injunctive relief in court to protect intellectual property or confidential information. These arbitration provisions do not deprive consumers in the European Union or United Kingdom of any mandatory rights they have under the law of their country of residence, including the right to bring proceedings in their local courts.
21. Consumers in the EU and UK – Right of Withdrawal
If you are a consumer resident in the European Union or the United Kingdom, you generally have the right to withdraw from a distance contract within 14 days of entering into it, without giving a reason. To exercise this right, send us a clear statement of your decision to withdraw, using the contact email above, before the period expires.
Because the Services provide immediate access to digital content and online services, you acknowledge and request that we begin providing the Services during the withdrawal period, and you accept that your right of withdrawal is lost once the Services have been fully performed. If you withdraw after the Services have begun but before they are fully performed, you may be required to pay an amount proportionate to what was provided up to the time you withdrew. Mandatory consumer-protection rights in your country of residence remain unaffected.
22. Governing Law
These Terms and any dispute arising from them are governed by the laws of the State of Utah, without regard to its conflict-of-laws rules, and subject to the Dispute Resolution section above. If you are a consumer and the law of your country of residence provides protections that cannot be waived and that are more protective than Utah law, those protections continue to apply to you.
23. Changes to These Terms
We may update these Terms from time to time. When we do, we will post the revised Terms here and update the effective date, and where required by law we will provide additional notice. Changes apply going forward from the date they are posted. Your continued use of the Services after the changes take effect means you accept the revised Terms; if you do not agree, you should stop using the Services.
24. Assignment
You may not assign or transfer these Terms or your account without our prior written consent. We may assign or transfer these Terms, in whole or in part, including in connection with a merger, acquisition, reorganization, or sale of assets.
25. Severability; Entire Agreement; No Waiver
If any provision of these Terms is found to be unenforceable, that provision will be limited or removed to the minimum extent necessary, and the remaining provisions will stay in full force. These Terms, together with any product-specific terms and our Privacy Policy, are the entire agreement between you and us regarding the Services. Our failure to enforce any provision is not a waiver of our right to do so later.
26. Contact Us
Questions about these Terms can be sent to:
Passing Rate LLC
7533 S Center View Ct Ste N, West Jordan, UT 84084, USA
Email: support@passingrate-fi.com
27. Effective Date
These Terms are effective as of June 1, 2026.