Terms of Service

Effective Date: April 15, 2026 | Last Updated: April 15, 2026

These Terms of Service ("Terms") govern your access to and use of the daily intelligence briefing service ("Service") provided by Covenant Systems LLC ("Covenant Systems," "we," "us," or "our"), a North Carolina limited liability company.

By accessing or using the Service, you agree to be bound by these Terms. If you do not agree, do not use the Service.

1. Description of Service

Covenant Systems provides a daily intelligence briefing service designed for CPA firms and accounting professionals. The Service delivers curated intelligence summaries covering:

• Regulatory and tax law updates relevant to accounting practices
• Industry trends, market data, and client intelligence
• Practice management insights and competitive intelligence

The Service is delivered via email and does not require access to your firm's client data, accounting software, or proprietary files.

2. Eligibility and Account Registration

2.1 Eligibility

The Service is intended for use by:

• Licensed CPA firms and accounting professionals
• Business entities engaged in professional accounting services
• Individuals authorized to act on behalf of such entities

You must be at least 18 years old and have the authority to bind your firm to these Terms.

2.2 Account Information

You agree to:

• Provide accurate, current, and complete information during registration
• Maintain the security of your account credentials
• Notify us immediately of any unauthorized access to your account
• Accept responsibility for all activities that occur under your account

3. Use of the Service

3.1 Permitted Use

You may use the Service for:

• Internal business intelligence and decision support within your firm
• Professional development and staying informed on industry trends
• Informing client service delivery (subject to independent verification)

3.2 Prohibited Use

You may NOT:

• Resell, redistribute, or sublicense access to the Service or briefing content
• Use the Service to provide competing intelligence or reporting services
• Scrape, copy, or extract content for database compilation or redistribution
• Reverse engineer, decompile, or attempt to derive source code from the Service
• Use the Service for unlawful purposes or in violation of applicable regulations
• Misrepresent briefing content as independently authored analysis
• Interfere with or disrupt the Service or servers/networks connected to the Service

4. AI-Generated Content and Limitations

4.1 Nature of Content

Briefing content is:

• Generated by AI models trained on publicly available sources
• Curated and filtered based on your firm profile and preferences
• Designed to surface relevant intelligence and trends
• NOT a substitute for independent research, professional judgment, or consultation with legal/tax counsel

4.2 Verification Requirement

You agree to:

• Independently verify all material facts before relying on briefing content for client advice or business decisions
• Consult primary sources (IRS guidance, statutes, regulations) for authoritative information
• Exercise professional judgment in applying intelligence to your firm's context

4.3 No Professional Advice

The Service does NOT provide:

• Legal advice, tax advice, or accounting opinions
• Client-specific recommendations or guidance
• Audit-ready documentation or compliance certifications

Covenant Systems is not a law firm, accounting firm, or registered professional services provider. The Service is a business intelligence tool, not a professional advisor.

5. Intellectual Property

5.1 Ownership

Covenant Systems retains all rights, title, and interest in:

• The Service platform, software, and infrastructure
• AI models, algorithms, and data processing methods
• Aggregated and anonymized intelligence patterns
• Trademarks, branding, and visual design elements

5.2 License to Use Content

Subject to these Terms, we grant you a limited, non-exclusive, non-transferable license to:

• Access and use briefing content for your firm's internal business purposes
• Share content with colleagues within your firm
• Reference content in internal memos or client communications (with attribution and subject to verification requirements)

5.3 No Redistribution

You may NOT:

• Redistribute briefings to third parties outside your firm
• Publish briefing content as your own analysis or research
• Use content in commercial products or services sold to others

6. Fees and Payment

6.1 Subscription Fees

Access to the Service requires a paid subscription. Fees are specified in your subscription agreement or invoice and may vary based on:

• Number of users within your firm
• Service tier and feature set
• Billing cycle (monthly, annual)

6.2 Payment Terms

• Fees are due in advance on the billing cycle specified in your agreement
• Payment methods accepted: credit card, ACH, wire transfer (as agreed)
• Late payments may result in service suspension after 10 days' notice
• All fees are in U.S. dollars unless otherwise specified

6.3 Refunds

Subscription fees are generally non-refundable. We may, at our sole discretion, issue pro-rated refunds for:

• Service outages exceeding 72 consecutive hours (not caused by user error or third-party failures)
• Material breach of Service commitments by Covenant Systems

6.4 Price Changes

We may change subscription fees with 30 days' advance notice. Price changes apply to renewal periods; existing subscription terms remain in effect until renewal.

7. Data Privacy and Security

7.1 Privacy Policy

Our collection, use, and protection of your information is governed by our Privacy Policy, which is incorporated into these Terms by reference.

7.2 Security Measures

We implement industry-standard security controls, including:

• AES-256 encryption for data at rest; TLS 1.3 for data in transit
• Role-based access controls and authentication mechanisms
• AWS infrastructure with multi-layered security protections
• Incident response procedures for security events

7.3 No Client Data Access

The Service does NOT require, request, or access:

• Your firm's client financial data or tax records
• QuickBooks, Xero, or other accounting software credentials
• Proprietary client files or engagement work papers

8. Service Availability and Support

8.1 Uptime

We strive to maintain high Service availability but do not guarantee uninterrupted access. The Service may be temporarily unavailable due to:

• Scheduled maintenance (notice provided when feasible)
• Infrastructure failures or third-party service disruptions
• Security incidents or emergency response actions

8.2 Support

Customer support is provided via email at hello@covenantsystems.ai. We aim to respond to inquiries within 2 business days.

9. Disclaimers and Limitations of Liability

9.1 "AS IS" and "AS AVAILABLE"

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO:

• Warranties of merchantability, fitness for a particular purpose, or non-infringement
• Warranties that the Service will be error-free, secure, or uninterrupted
• Warranties regarding the accuracy, completeness, or timeliness of briefing content

9.2 Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

• COVENANT SYSTEMS SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES ARISING FROM YOUR USE OF THE SERVICE
• OUR TOTAL LIABILITY FOR ANY CLAIM RELATED TO THE SERVICE SHALL NOT EXCEED THE AMOUNT YOU PAID FOR THE SERVICE IN THE 12 MONTHS PRECEDING THE CLAIM
• WE ARE NOT LIABLE FOR DAMAGES RESULTING FROM RELIANCE ON BRIEFING CONTENT WITHOUT INDEPENDENT VERIFICATION

9.3 No Liability for Third-Party Content

Briefings may reference or link to third-party sources. We are not responsible for the accuracy, availability, or content of third-party websites or materials.

10. Indemnification

You agree to indemnify, defend, and hold harmless Covenant Systems, its officers, directors, employees, and agents from any claims, liabilities, damages, losses, or expenses (including reasonable attorneys' fees) arising from:

• Your use of the Service in violation of these Terms
• Your reliance on briefing content without independent verification
• Your violation of applicable laws or third-party rights
• Unauthorized access to your account due to your failure to safeguard credentials

11. Term and Termination

11.1 Term

These Terms remain in effect for as long as you access or use the Service.

11.2 Termination by You

You may cancel your subscription at any time by contacting us at hello@covenantsystems.ai. Cancellation takes effect at the end of the current billing period. No refunds for partial periods.

11.3 Termination by Us

We may suspend or terminate your access to the Service immediately if:

• You violate these Terms
• Your account is delinquent on payment after notice
• We are required to do so by law or regulatory order
• Continued provision of the Service creates security or legal risks

11.4 Effect of Termination

Upon termination:

• Your license to use the Service and access briefing content ends immediately
• We may delete your account data in accordance with our Privacy Policy
• Provisions related to intellectual property, disclaimers, indemnification, and dispute resolution survive termination

12. Dispute Resolution

12.1 Governing Law

These Terms are governed by the laws of the State of North Carolina, without regard to conflict of law principles.

12.2 Jurisdiction and Venue

Any legal action or proceeding arising under these Terms shall be brought exclusively in the state or federal courts located in Wake County, North Carolina. You consent to the jurisdiction and venue of such courts.

12.3 Informal Resolution

Before initiating formal legal proceedings, you agree to contact us at hello@covenantsystems.ai to attempt informal resolution of the dispute.

13. Modifications to Terms

We may update these Terms from time to time. If we make material changes, we will notify you by:

• Email to the address associated with your account
• Prominent notice on our website or within the Service

Changes become effective 30 days after notice, unless you terminate your subscription before the effective date. Continued use of the Service after changes become effective constitutes acceptance of the updated Terms.

14. General Provisions

14.1 Entire Agreement

These Terms, together with our Privacy Policy and any subscription agreement, constitute the entire agreement between you and Covenant Systems regarding the Service.

14.2 Severability

If any provision of these Terms is found unenforceable, the remaining provisions remain in full force and effect.

14.3 No Waiver

Our failure to enforce any provision of these Terms does not constitute a waiver of that provision or our right to enforce it in the future.

14.4 Assignment

You may not assign or transfer these Terms or your account without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of assets.

14.5 Force Majeure

Neither party is liable for failure to perform obligations due to causes beyond reasonable control, including natural disasters, war, terrorism, labor disputes, or infrastructure failures.

15. Contact Information

Questions, concerns, or notices regarding these Terms should be sent to:

Covenant Systems LLC
Email: hello@covenantsystems.ai
Mailing Address: [To be provided upon entity setup]

These Terms of Service were prepared for Covenant Systems LLC, a North Carolina limited liability company, and are effective as of April 15, 2026.