Terms of Service
These Terms of Service (the "Terms") are a binding agreement between Byram Advisory Group, LLC, a Texas limited liability company doing business as "Byram Advisory Group" ("BAG," "we," "us," or "our"), and the business entity that accepts these Terms ("Customer," "you," or "your"). These Terms govern your access to and use of the Peregrine software platform and related services described below.
PLEASE READ THESE TERMS CAREFULLY. They include important provisions that limit our liability, disclaim warranties, allocate responsibility for the accuracy of your books and financial reporting to you, and govern how disputes are resolved. Sections 13 (Warranties & Disclaimers), 14 (Limitation of Liability), and 21 (Governing Law & Dispute Resolution) contain provisions that materially affect your legal rights.
1. Acceptance of the Terms; Eligibility
1.1 Acceptance. By clicking "I agree" (or a similar affirmation), creating an account, connecting a QuickBooks Online company file, or otherwise accessing or using the Service, you agree to be bound by these Terms. If you do not agree, you must not access or use the Service.
1.2 Authority to bind. You represent and warrant that the individual accepting these Terms is at least 18 years old and is authorized to enter into these Terms on behalf of the Customer entity, and that the Customer entity is bound by these Terms. If you are accepting on behalf of an entity, "you" and "Customer" refer to that entity.
1.3 Business use only; no consumer use. The Service is offered solely for business and commercial purposes. Customer represents and warrants that it is a legal entity duly registered and in good standing with the Secretary of State (or equivalent authority) of its domiciling jurisdiction, that it is accessing and using the Service in the course of a business or profession, and that it is not a consumer and is not using the Service for any personal, family, or household purpose. The Service is never knowingly offered to individuals acting as consumers. To the fullest extent permitted by law, Customer waives the protections of any consumer-protection statute, including the Texas Deceptive Trade Practices–Consumer Protection Act, that would otherwise apply to its use of the Service.
1.4 Order of precedence. If BAG and Customer enter into a written order form or ordering document referencing these Terms (an "Order"), and any term of the Order conflicts with these Terms, the Order controls solely as to its subject matter. A separate Engagement Letter (defined in Section 5) controls over these Terms as to the professional services it covers. A Data Processing Addendum (defined in Section 9.10), if one is entered, controls over these Terms as to the processing of Personal Data. The full precedence stack is set out in Section 23.2.
2. Definitions
Capitalized terms have the meanings given where first defined and as set out below. Defined terms are used consistently throughout these Terms.
2.1 "AI Features" means the artificial-intelligence and machine-learning functions of the Service, including functions that use third-party large language models to generate Output.
2.2 "Authorized User" means an individual whom Customer permits to access the Service under Customer's account, such as an employee, contractor, or the Customer's own accountant.
2.3 "Customer Data" means all data, information, documents, files, and content that Customer or its Authorized Users submit to, upload to, connect to, or generate through the Service, including QBO Data and uploaded documents, but excluding Aggregated/De-identified Data.
2.4 "QBO" means Intuit's QuickBooks Online product, and "QBO Data" means the accounting and financial data accessed from Customer's QBO company file(s) through the integration described in Section 10.
2.5 "Output" means the automated, informational, decision-support content that the Service (including the AI Features) generates for Customer, including proposed journal entries, write-backs, reconciliations, balance-sheet schedules, accrual reviews, cash forecasts, FP&A and LBO models, covenant calculations, and plain-English responses.
2.6 "Proposed Entries" means any journal entry, write-back, reconciliation, or other change to Customer's books that the Service proposes for human review, and which does not take effect in QBO unless and until a human approves it as described in Section 11.
2.7 "Service" or "Platform" means the hosted Peregrine software application, its features (including the AI Features), the Documentation, and related tools that BAG makes available. The Service is software; it is not accounting, bookkeeping, tax, audit, financial, investment, or legal services.
2.8 "Documentation" means the user guides, help materials, and specifications BAG makes generally available for the Service.
2.9 "Subscription" means Customer's right to access and use the Service during a Subscription Term under a selected plan.
2.10 "Subscription Term" means the initial term and each renewal term of a Subscription as described in Section 6.
2.11 "Fees" means the amounts payable for a Subscription and any other charges for the Service.
2.12 "Aggregated/De-identified Data" means data derived from Customer Data or use of the Service that has been aggregated and/or de-identified so that it does not identify, and cannot reasonably be used to identify, Customer, any Authorized User, or any individual, and is not reversible.
2.13 "Sub-processor" means a third party engaged by BAG to process Customer Data in order to provide the Service.
2.14 "Third-Party Platform" means a third-party product, service, or integration that Customer connects to or uses with the Service, including QBO/Intuit, the identity provider, object-storage provider, hosting provider, and LLM providers.
2.15 "Engagement Letter" means a separate written engagement letter or master services agreement between BAG and Customer governing professional services, as described in Section 5.
2.16 "Personal Data" means information relating to an identified or identifiable natural person, as defined under applicable data-protection law.
3. The Service; License / Right to Access
3.1 Right to access. Subject to these Terms and Customer's payment of applicable Fees, BAG grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Service during the Subscription Term solely for Customer's internal business purposes.
3.2 Hosted service, not a software copy. The Service is provided as a hosted, cloud-based application. No copy of the software is sold, licensed for download, or delivered to Customer. BAG and its licensors retain all right, title, and interest in and to the Service as described in Section 17.
3.3 Reservation. All rights not expressly granted in these Terms are reserved by BAG.
4. Account Registration & Authorized Users
4.1 Registration. To use the Service, Customer must create an account through BAG's third-party identity provider. Customer agrees to provide accurate, current, and complete registration information and to keep it updated.
4.2 Credentials and account security. Customer is responsible for maintaining the confidentiality of its and its Authorized Users' login credentials and for all activity that occurs under its account, whether or not authorized. Customer must promptly notify BAG of any suspected unauthorized access or use.
4.3 Authorized Users. Customer may permit Authorized Users to access the Service subject to any seat, user, or usage limits associated with Customer's plan. Customer is responsible for its Authorized Users' compliance with these Terms and for promptly deactivating access for users who should no longer have it. Customer configures which Authorized Users hold approval authority for Proposed Entries.
4.4 Responsibility. Customer is responsible for all use of the Service under its account and for all Customer Data submitted through its account.
5. Scope: Software Only — No Professional Relationship
THIS SECTION IS FUNDAMENTAL TO THESE TERMS.
5.1 Software, not professional services. BAG provides Peregrine as a software product. Providing, hosting, or operating the Service does not make BAG your accountant, bookkeeper, CPA, auditor, controller, tax preparer, financial advisor, investment adviser, fiduciary, broker-dealer, or legal advisor, and creates no engagement, retainer, agency, partnership, joint venture, or professional-services relationship of any kind.
5.2 No professional advice; no assurance. The Service and its Output are not accounting, bookkeeping, audit, attestation, tax, financial, investment, or legal advice, and are not a substitute for the judgment of Customer's own qualified professionals. BAG does not perform an audit, review, compilation, attestation, or examination of Customer's financial information and expresses no opinion or assurance on it. Customer is encouraged to engage and consult its own CPA, tax advisor, financial advisor, and attorney.
5.3 No fiduciary duty. Nothing in these Terms creates any fiduciary duty owed by BAG to Customer.
5.4 Separate Engagement Letter for any professional services. BAG may separately offer advisory, fractional-CFO, bookkeeping, month-end close support, or other professional services performed by BAG personnel. Any such professional services are outside the scope of these Terms and are provided, if at all, only under a separate written Engagement Letter signed by both parties. Absent a signed Engagement Letter, Customer receives software only and no professional services from BAG. To the extent an Engagement Letter conflicts with these Terms as to the professional services it covers, the Engagement Letter controls for those services; these Terms continue to govern Customer's use of the Service.
6. Subscription Plans, Fees, Billing, Taxes, Auto-Renewal & Cancellation
6.1 Plans and Fees. BAG offers the Service on a month-to-month subscription basis. Fees consist of (a) a Platform Fee of US$500 per connected entity per month; and (b) Usage/API Credits of US$25 per connected entity per month (i.e., the number of connected entities multiplied by US$25). Fees are billed monthly, in advance, in US Dollars. Payments are processed by Stripe, Inc., and BAG is the merchant of record.
6.2 Payment authorization. Customer authorizes BAG (and its payment processor) to charge Customer's designated payment method for all Fees when due, including at each renewal. Customer is responsible for keeping its payment information current.
6.3 Taxes. Fees are exclusive of taxes. Customer is responsible for all sales, use, VAT, and similar taxes (excluding taxes on BAG's net income). If BAG is required to collect such taxes, they will be added to Customer's invoice. If Customer is required to withhold any amount, Customer will gross up the payment so BAG receives the full Fees.
6.4 AUTO-RENEWAL. THE SUBSCRIPTION IS A MONTH-TO-MONTH SUBSCRIPTION THAT AUTOMATICALLY RENEWS EACH MONTH, AT THE THEN-CURRENT RENEWAL PRICE, UNLESS CUSTOMER CANCELS BEFORE THE END OF THE THEN-CURRENT MONTHLY TERM, AND CUSTOMER'S PAYMENT METHOD WILL BE CHARGED AT THE START OF EACH RENEWAL MONTH. At the point of purchase, BAG discloses, and Customer affirmatively consents to, the auto-renewal, the monthly renewal interval, the renewal price, and the method of cancellation. BAG will send a renewal reminder by email seven (7) days before each monthly renewal.
6.5 Cancellation (easy, self-serve). Customer may cancel at any time, on a self-serve basis, through the account settings in the Service, without contacting sales and without completing any retention process, and with no advance-notice cut-off (0 days). Cancellation is at least as easy as sign-up. Cancellation takes effect on the date Customer submits it (the "Effective Cancellation Date") and stops any further renewal. Customer's access ends on the Effective Cancellation Date, and BAG will issue the pro-rated refund of the unused portion of the then-current monthly period described in Section 6.6.
6.6 Refunds. Fees are billed monthly in advance. If Customer cancels mid-cycle, Customer will receive a pro-rated refund of the unused portion of the then-current monthly period, calculated from the Effective Cancellation Date through the end of that monthly period. Except as required by applicable law or as stated in this Section, Fees are otherwise non-refundable.
6.7 Price changes. BAG may change Fees. Any change applies at the next renewal, not mid-term. BAG will provide advance notice of a price increase before the increased renewal charge, consistent with applicable auto-renewal law. If Customer does not agree to a price change, Customer may cancel before the renewal; continued use after the effective date constitutes acceptance of the new Fees.
6.8 Late or failed payment; suspension. If a charge fails or Fees are past due, BAG will provide a cure period of fourteen (14) days after the failed or past-due charge, after which BAG may suspend access and ultimately terminate the Subscription as described in Section 18. BAG does not charge any separate late fee or interest on overdue amounts. Reactivation may require payment of past-due amounts. Customer Data may be retained during suspension and is subject to deletion after termination as described in Section 19.
7. Free Trials, Betas & Early-Access Features
7.1 Free trial. BAG offers a fourteen (14)-day free trial. A valid payment method is required at sign-up (day one). Unless Customer cancels before the trial ends, the trial converts to a paid Subscription at the end of the 14-day trial and Customer's payment method is charged at that time at the then-current price. BAG discloses these conversion terms and obtains Customer's consent before charging, consistent with applicable auto-renewal law.
7.2 Betas and early access. Features identified as beta, preview, early-access, or experimental are provided "AS IS," for evaluation only, without any warranty or support commitment, and may be changed, limited, or discontinued at any time. Beta features may contain bugs and should not be relied upon. The disclaimers in Section 13 and the limitations in Section 14 apply fully to trial and beta features, and the feedback license in Section 17 applies to any feedback about them.
8. Acceptable Use
8.1 Prohibited conduct. Customer will not, and will not permit any Authorized User or third party to: (a) use the Service in violation of any applicable law or these Terms; (b) reverse engineer, decompile, or attempt to derive source code from the Service, except as permitted by law; (c) copy, modify, or create derivative works of the Service; (d) resell, sublicense, rent, or provide the Service to third parties on a service-bureau basis, except that Customer may permit its own accountant to act as an Authorized User; (e) scrape, crawl, or use bots to access the Service, or circumvent any access, security, or usage limits; (f) upload malware or malicious code, or interfere with or overload the Service or its infrastructure; (g) upload or transmit content that infringes third-party rights or is unlawful; (h) access the Service to build a competing product; or (i) misuse the AI Features, including attempts to defeat the human-approval controls described in Section 11.
8.2 Enforcement. BAG may investigate suspected violations and may suspend or terminate access as described in Section 18. Customer remains responsible for its and its Authorized Users' conduct.
9. Customer Data; Ownership, Processing, Security & Privacy
9.1 Ownership. As between the parties, Customer owns all Customer Data. These Terms do not transfer ownership of Customer Data to BAG.
9.2 License to BAG. Customer grants BAG a limited, non-exclusive, worldwide, royalty-free license to host, store, copy, transmit, process, display, and create derivative works of Customer Data solely to (a) provide, maintain, secure, and support the Service; (b) generate Output for Customer; and (c) as otherwise expressly permitted in these Terms. This license ends when Customer Data is deleted as described in Section 19, subject to Section 9.5 and legally required or routine backup retention.
9.3 Customer responsibilities for its data. Customer is responsible for the accuracy, quality, legality, and rights to use the Customer Data it submits or connects, including that it has authority to connect the relevant QBO company file(s) and to upload any documents.
9.4 No AI-model training on Customer Data. BAG does not use Customer Data (including QBO Data and uploaded documents) to train, fine-tune, or improve any foundation or general-purpose AI or large-language model, whether BAG's own or a third party's. BAG will only use LLM providers under terms and configurations that do not permit the provider to train its models on Customer Data. BAG may adopt updated or improved versions of third-party models as they become available; adopting an improved third-party model does not involve training, fine-tuning, or improving any model on Customer Data.
9.5 Aggregated/De-identified Data. BAG may create and use Aggregated/De-identified Data for analytics, benchmarking, security, service operation and improvement, and product development. This right is limited to de-identified and aggregated statistics and does not permit training generative AI models on Customer's actual records.
9.6 Sub-processors. BAG uses the following categories of Sub-processors to provide the Service, and maintains a current list at theperegrine.ai/subprocessors :
| Sub-processor | Purpose |
|---|---|
| Intuit (QuickBooks Online) | Accounting-data source / integration |
| Cloudflare | S3-compatible object storage for uploaded documents |
| Stytch (or successor identity provider) | B2B identity and authentication |
| Anthropic | LLM processing for AI Features |
| OpenAI | LLM processing for AI Features |
| Render | Application hosting |
BAG may add or replace Sub-processors and will provide notice of material changes as described in Section 20 (and, where a Data Processing Addendum applies, in accordance with its notice and objection terms).
9.7 Security (factual; no certification claim). BAG implements reasonable and appropriate technical and organizational measures designed to protect Customer Data, including encryption of credentials and Customer Data at rest and in transit, encrypted storage of third-party credentials and OAuth tokens, multi-tenant isolation at the database and application layers, and the human-approval control described in Section 11 before any write-back to QBO. BAG does not claim, and Customer should not infer, any SOC 2, ISO 27001, PCI, or other certification or attestation, and BAG does not represent that its security has been independently audited. No system is completely secure, and BAG does not warrant that Customer Data will be immune from unauthorized access, loss, or alteration.
9.8 Customer security obligations. Customer is responsible for safeguarding its login credentials, managing Authorized-User access and permissions, and promptly deprovisioning users.
9.9 Security incidents. BAG will notify Customer within four (4) days by email after confirming a security breach affecting Customer Data, and will cooperate reasonably in Customer's response. Statutory breach-notification obligations, if any, are addressed in the Privacy Policy and/or Data Processing Addendum.
9.10 Privacy Policy and Data Processing Addendum. BAG's handling of Personal Data is described in its Privacy Policy at theperegrine.ai/privacy; for Personal Data, the Privacy Policy controls over these Terms. Where Customer has applicable data-protection obligations (e.g., under GDPR or CCPA), a Data Processing Addendum ("DPA") is offered by default and, once entered, is incorporated by reference and controls over these Terms as to the processing of Personal Data. The DPA is the home for the Sub-processor change-notice and objection rights, processing purposes, international-transfer terms, and security schedule.
9.11 Export, retention, and deletion. Export, retention, and deletion of Customer Data are addressed in Section 19.
10. Third-Party Platforms; QuickBooks Online Connection
10.1 QBO authorization; OAuth. Customer authorizes BAG to connect the Service to Customer's QBO account through Intuit's OAuth authorization and represents that it has the right and authority to grant that access for the relevant QBO company file(s).
10.2 Read-only first; scoped write-back. The QBO connection begins read-only. Any ability to write back to QBO is limited to Proposed Entries that Customer (or its accountant) has expressly approved through the human-in-the-loop workflow described in Section 11. No write to QBO occurs automatically.
10.3 BAG is independent of Intuit. The Service is not provided, endorsed, or sponsored by Intuit Inc. "QuickBooks" and "Intuit" are marks of their owner. BAG is an independent third party and is not affiliated with Intuit.
10.4 Outside BAG's control. QBO availability, uptime, functionality, API behavior, rate limits, and the accuracy and completeness of QBO Data are controlled by Intuit, not BAG. BAG is not responsible for QBO outages, API changes or deprecations, data errors originating in QBO, or Intuit's suspension or termination of access. Output is only as accurate as the QBO Data and other inputs the Service ingests.
10.5 Customer's Intuit relationship. Customer's use of QBO is governed by Customer's own agreement with Intuit. Customer must maintain a valid QBO subscription and comply with Intuit's terms; compliance with Intuit's terms is Customer's responsibility.
10.6 Disconnection. Customer may disconnect or revoke the QBO connection at any time through the Service or through Intuit; doing so invalidates the relevant OAuth tokens and disables features that depend on QBO. The effect on already-ingested QBO Data is addressed in Section 19. BAG may disconnect the QBO connection upon termination of the Subscription.
10.7 Other Third-Party Platforms. The Service integrates with other Third-Party Platforms, including the identity provider, object-storage provider, hosting provider, and LLM providers. BAG does not control and is not responsible for the availability, changes, acts, or omissions of any Third-Party Platform. Customer's use of a Third-Party Platform is governed by that provider's terms.
11. AI Features & Disclaimers; Human-in-the-Loop
THIS SECTION ALLOCATES RESPONSIBILITY FOR THE ACCURACY OF CUSTOMER'S BOOKS AND FINANCIAL REPORTING. READ IT CAREFULLY.
11.1 Nature of AI Features. The Service uses artificial intelligence and third-party large language models to generate Output, including to propose month-end close entries, balance-sheet schedules, bank reconciliations, accrual reviews, 13-week cash forecasts, FP&A and LBO models, covenant calculations, and plain-English responses. All Output is informational and decision-support only.
11.2 AI can be wrong. OUTPUT MAY BE INCORRECT, INCOMPLETE, OUTDATED, OR INCONSISTENT, AND MAY REFLECT ERRORS IN SOURCE DATA OR MODEL LIMITATIONS (INCLUDING "HALLUCINATION"). BAG does not warrant the accuracy, reliability, completeness, or fitness of any Output. This Section is reinforced by the "AS IS" disclaimer in Section 13.
11.3 Human-in-the-loop (binding condition of use). The AI proposes; it does not decide. No journal entry, write-back, or other change is posted to Customer's QBO account except after explicit human approval by Customer or its Authorized User (which may include Customer's own accountant). Customer must independently review, verify, and approve every Proposed Entry, schedule, reconciliation, forecast, and model before relying on it or approving any post-back. Customer configures who holds approval authority.
11.4 Customer's retained responsibility. Customer retains sole and exclusive responsibility for its books and records, general ledger, financial statements, management reporting, tax filings and positions, lender and covenant reporting, and all regulatory and compliance obligations, whether or not Customer used Output in producing them.
11.5 No reliance as advice. Customer will not treat Output as accounting, bookkeeping, audit, tax, investment, or legal advice, and Customer uses Output at its own risk.
11.6 Forecasts are estimates. Cash forecasts, FP&A and LBO models, and covenant projections are estimates based on assumptions and historical data, are inherently uncertain, and are not a guarantee of future results.
11.7 Acknowledgment. You understand that Peregrine's AI can make mistakes and that a human must review and approve everything before it affects your books or is relied upon.
12. Service Availability, Support & Modifications
12.1 As available. The Service is provided on an "as available" basis. BAG does not guarantee any uptime, availability, or service level unless a service-level agreement is separately agreed in writing.
12.2 Support. Following the 14-day free trial (which also serves as the implementation period), each Customer (tenant) receives ten (10) support hours per calendar month. Support requested beyond that monthly allotment is billed at US$200 per hour. Support is provided via email and in-app channels. BAG provides no uptime or service-level guarantee.
12.3 Modifications. BAG may modify, add, or discontinue features of the Service. BAG will use commercially reasonable efforts to notify Customer of material adverse changes where practicable. Continued use after a change constitutes acceptance of the modified Service.
13. Warranties & Disclaimers
13.1 Limited authority warranty. Each party warrants that it has the authority to enter into these Terms.
13.2 "AS IS." EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE SERVICE, THE DOCUMENTATION, AND ALL OUTPUT ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, BAG DISCLAIMS ALL IMPLIED AND STATUTORY WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.
13.3 No warranty of Output or availability. BAG DOES NOT WARRANT THAT THE SERVICE OR ANY OUTPUT (INCLUDING RECONCILIATIONS, SCHEDULES, FORECASTS, MODELS, OR AI RESULTS) IS ACCURATE, COMPLETE, CURRENT, RELIABLE, OR ERROR-FREE, OR THAT THE SERVICE WILL BE UNINTERRUPTED OR SECURE. AI OUTPUT CAN BE WRONG AND IS DECISION-SUPPORT ONLY.
13.4 Third-party dependencies. BAG DOES NOT WARRANT AND IS NOT RESPONSIBLE FOR ANY THIRD-PARTY PLATFORM, INCLUDING QBO/INTUIT AVAILABILITY OR THE ACCURACY OF QBO DATA, OR THE ACTS OR OUTPUTS OF THE IDENTITY, STORAGE, HOSTING, OR LLM PROVIDERS.
13.5 No certification. BAG makes no representation that the Service is certified, audited, or compliant with any standard except as expressly stated in writing.
13.6 No reliance on outside statements. No advice or information, whether oral or written, obtained from BAG or through the Service, and no statement in marketing materials, creates any warranty not expressly stated in these Terms.
14. Limitation of Liability
14.1 Exclusion of indirect damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, OR FOR ANY LOST PROFITS OR REVENUE, LOST OR INACCURATE DATA, OR COST OF SUBSTITUTE SERVICES, ARISING OUT OF OR RELATING TO THESE TERMS, THE SERVICE, OR ANY OUTPUT, EVEN IF ADVISED OF THE POSSIBILITY AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
14.2 Cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS, THE SERVICE, AND ALL OUTPUT WILL NOT EXCEED THE GREATER OF (A) THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER TO BAG IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) US$100. This cap applies regardless of the theory of liability and expressly extends to damages arising from AI Output, Proposed Entries, and Third-Party Platforms.
14.3 Carve-outs from the cap and exclusions. The limitations in Sections 14.1 and 14.2 do not apply to: (a) Customer's payment obligations; (b) a party's indemnification obligations under Section 15; (c) a party's breach of its confidentiality obligations under Section 16; or (d) a party's gross negligence, willful misconduct, or fraud. No separate data-security "super-cap" is included.
14.4 Allocation. The parties agree that the limitations in this Section reflect a reasonable allocation of risk and are an essential basis of the bargain.
15. Indemnification
15.1 By Customer. Customer will defend, indemnify, and hold harmless BAG and its affiliates and their respective officers, members, employees, and agents from and against any third-party claim, and any resulting losses, damages, liabilities, costs, and reasonable attorneys' fees, arising out of or relating to: (a) Customer Data or uploaded documents, including any claim that they infringe or violate any right or law; (b) Customer's or its Authorized Users' use or misuse of the Service; (c) Customer's decisions to approve, reject, rely upon, or act on Proposed Entries or Output, and Customer's books, financial statements, tax positions, lender/covenant reporting, and regulatory compliance; (d) Customer's breach of these Terms, of Intuit's terms, or of applicable law; and (e) claims by Customer's own clients, auditors, lenders, or tax authorities arising from Customer's use of or reliance on Output.
15.2 By BAG (IP infringement of the Service). BAG will defend Customer against a third-party claim that the Service, as provided by BAG and used in accordance with these Terms, infringes a United States patent, copyright, trademark, or trade secret, and will pay resulting damages finally awarded or amounts in a settlement BAG approves. AI Output and third-party LLM components are expressly excluded from this indemnity. Without limiting the foregoing, BAG has no obligation for, and does not indemnify Customer against, any claim arising from (a) Customer Data; (b) combination of the Service with products or services not provided by BAG; (c) modifications not made by BAG; (d) use in violation of these Terms; or (e) any error, omission, or infringement arising from AI Output or from third-party, open-source, or LLM providers or components (including, without limitation, providers such as OpenAI and Anthropic) or their outputs passed through to Customer. BAG is not responsible for, and does not indemnify Customer against, infringement, errors, or omissions arising from third-party LLM providers or their outputs.
15.3 BAG's remedies. If the Service is or may be enjoined, BAG may, at its option and expense: (a) procure the right to continue use; (b) modify the Service to be non-infringing; or (c) terminate the affected Subscription and refund prepaid, unused Fees. This Section states BAG's entire liability for infringement claims.
15.4 Procedure. The indemnified party will (a) promptly notify the indemnifying party of the claim; (b) give the indemnifying party sole control of the defense and settlement (provided no settlement imposing an obligation or admission on the indemnified party is made without its consent); and (c) provide reasonable cooperation.
16. Confidentiality
16.1 Definition. "Confidential Information" means non-public information disclosed by one party to the other that is designated confidential or that reasonably should be understood to be confidential. Customer Data is Customer's Confidential Information. The Service, Documentation, and non-public features and pricing are BAG's Confidential Information.
16.2 Obligations. The receiving party will (a) use Confidential Information only to perform under these Terms; (b) protect it with at least reasonable care; and (c) not disclose it except to its personnel and advisors who need to know and are bound by confidentiality obligations.
16.3 Exclusions. Confidential Information does not include information that is or becomes public through no fault of the receiving party, was rightfully known without obligation of confidence, is independently developed without use of the disclosing party's Confidential Information, or is rightfully received from a third party without restriction.
16.4 Compelled disclosure. The receiving party may disclose Confidential Information as required by law, provided it gives reasonable prior notice where legally permitted and cooperates in seeking protective treatment.
17. Intellectual Property; Feedback
17.1 BAG ownership. BAG and its licensors own all right, title, and interest in and to the Service, the software, the AI models and configurations used to provide the Service, the Documentation, and all improvements and derivative works, and all intellectual-property rights therein. No rights are granted except as expressly stated in Section 3.
17.2 Customer ownership. As between the parties, Customer owns Customer Data as stated in Section 9.
17.3 Feedback. If Customer provides suggestions, ideas, or other feedback about the Service, Customer grants BAG a perpetual, irrevocable, worldwide, royalty-free license to use and incorporate the feedback into the Service and BAG's products, without restriction or obligation.
17.4 Aggregated/De-identified Data. BAG may use Aggregated/De-identified Data as described in Section 9.5.
18. Term, Suspension & Termination
18.1 Term. These Terms apply for as long as Customer has a Subscription or accesses the Service. The Subscription Term is as described in Section 6.
18.2 Termination for convenience. Either party may terminate a Subscription by declining to renew as described in Section 6, effective at the end of the then-current Subscription Term.
18.3 Termination for cause. Either party may terminate for the other party's material breach that remains uncured fourteen (14) days after written notice describing the breach.
18.4 Suspension. BAG may suspend Customer's access, in whole or in part, if (a) Fees are past due after the cure period in Section 6.8; (b) Customer's use poses a security risk or may harm the Service or others; or (c) Customer materially breaches Section 8 (Acceptable Use). BAG will use reasonable efforts to give notice and to limit the scope and duration of suspension. Suspension is temporary and distinct from termination.
19. Effect of Termination; Data Export & Deletion
19.1 Effect. Upon termination or expiration, Customer's right to access the Service ends, BAG may disconnect the QBO connection, and any unpaid Fees for the current term become due.
19.2 Export. Customer may export or retrieve its Customer Data during the Subscription Term and for fourteen (14) days after termination or expiration (the "Export Window"), through the Service or in a reasonable format on request.
19.3 Deletion. BAG will delete or de-identify all Customer Data no later than thirty (30) days after termination or expiration, subject to (a) legally required retention, (b) Aggregated/De-identified Data already created, and (c) routine backups, which may persist for a limited period before rotation.
19.4 Survival. Sections 2, 5, 9.1, 9.4, 9.5, 13, 14, 15, 16, 17, 19, 20.1, 21, 22, and 23, and any accrued payment obligations, survive termination or expiration of these Terms.
20. Changes to the Terms
20.1 Updates. BAG may update these Terms from time to time. BAG will assign each version a version number and effective date and will post the current version at theperegrine.ai/terms.
20.2 Notice and acceptance. For material changes, BAG will provide notice by email to Customer's account administrator and/or through the Service at least thirty (30) days before the changes take effect, and may require re-acceptance through a clickwrap prompt. Continued use of the Service after the effective date of a change constitutes acceptance of the updated Terms. Non-material or clerical changes take effect on posting.
20.3 Prior versions. BAG maintains prior versions and a changelog.
21. Governing Law & Dispute Resolution
21.1 Governing law. These Terms are governed by the laws of the State of Texas, without regard to its conflict-of-laws rules. The U.N. Convention on Contracts for the International Sale of Goods does not apply.
21.2 Informal resolution. Before initiating any formal proceeding, a party will give the other written notice of the dispute and the parties will attempt in good faith to resolve it within thirty (30) days.
21.3 Binding arbitration. Any dispute arising out of or relating to these Terms that is not resolved under Section 21.2 will be finally resolved by binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules, before one (1) arbitrator, seated in Collin County, Texas, with judgment on the award enforceable in any court of competent jurisdiction. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in a court of competent jurisdiction for matters relating to intellectual property or confidentiality.
21.4 Class-action waiver. TO THE MAXIMUM EXTENT PERMITTED BY LAW, DISPUTES WILL BE RESOLVED ONLY ON AN INDIVIDUAL BASIS, AND EACH PARTY WAIVES ANY RIGHT TO PARTICIPATE IN A CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION.
21.5 Limitations period. Except for payment obligations, any claim must be brought within two (2) years after it accrues, to the extent permitted by law.
22. Notices
22.1 To BAG. Legal notices to BAG must be sent to peregrine.cfo@byram-advisory.com and, if required, to Byram Advisory Group, LLC, 6150 Eldorado Pkwy, Ste 190 #2037, McKinney, TX 75070.
22.2 To Customer. BAG may give notice to Customer by email to the account administrator's registered address or through the Service.
22.3 Deemed receipt. Notice by email is deemed received on the day sent (absent a bounce); notice through the Service is deemed received on posting. Notice by mail is deemed received five (5) business days after sending.
23. Miscellaneous
23.1 Entire agreement. These Terms, together with any Order, incorporated policies (Privacy Policy, DPA if entered), and any Engagement Letter (as to professional services), are the entire agreement and supersede all prior understandings on their subject matter.
23.2 Order of precedence. In case of conflict: a DPA controls as to Personal Data; the Privacy Policy controls as to Personal Data where no DPA applies; an Engagement Letter controls as to the professional services it covers; an Order controls as to its subject matter; then these Terms; then any other incorporated policies.
23.3 Assignment. Customer may not assign these Terms without BAG's prior written consent, except to a successor in a merger or sale of substantially all assets that assumes these Terms. BAG may assign these Terms in connection with a merger, acquisition, or sale of assets. Any prohibited assignment is void.
23.4 Independent contractors. The parties are independent contractors. Nothing creates a partnership, joint venture, agency, or fiduciary relationship.
23.5 Force majeure. Neither party is liable for delay or failure due to causes beyond its reasonable control, including acts of God, outages of Third-Party Platforms, network failures, and governmental actions (this does not excuse payment obligations).
23.6 Severability. If any provision is unenforceable, it will be modified to the minimum extent necessary or severed, and the remaining provisions remain in effect.
23.7 No waiver. A party's failure to enforce a provision is not a waiver.
23.8 No third-party beneficiaries. These Terms do not confer rights on any third party.
23.9 Compliance with laws. Each party will comply with applicable laws, including export-control, sanctions, and anti-corruption laws. Customer represents it and its Authorized Users are not subject to sanctions or located in an embargoed jurisdiction.
23.10 U.S. government. If Customer is a U.S. government entity, the Service is "commercial computer software" and related documentation is "commercial computer software documentation," licensed with only the rights granted to all other users under these Terms.
23.11 Interpretation. Headings are for convenience only. "Including" means "including without limitation."
24. Contact
Byram Advisory Group, LLC (DBA "Byram Advisory Group") Product: Peregrine · Marketing site: theperegrine.ai Notices and questions: peregrine.cfo@byram-advisory.com Address: 6150 Eldorado Pkwy, Ste 190 #2037, McKinney, TX 75070