These Terms of Service (the “Terms”) are a legal agreement between Pernee, Inc., a Delaware corporation, 131 Continental Drive, Suite 305, Newark, DE 19713, USA (“Pernee”, “we”, “us”, or “our”) and the organization or individual agreeing to them (“Customer”, “you”, or “your”). They govern your access to and use of pernee.com, the Pernee application, and related services (together, the “Services”).
By creating an account, signing an order form that references these Terms, or using the Services, you agree to these Terms. If you are agreeing on behalf of an organization, you confirm that you have authority to bind that organization, and “you” refers to that organization.
If you and Pernee have executed a written agreement governing your access to and use of the Services (such as a Master Services Agreement or Order Form), the terms of that signed agreement will control to the extent of any conflict with these Terms.
How we handle personal information is described in our Privacy Policy, which forms part of these Terms.
1. The Services
Pernee is a review-and-memory layer for professional-services firms (such as CPA and tax firms). It connects to the tools a firm already uses, answers questions across them with citations to their sources, and can carry out tasks the firm configures.
We may change, improve, or discontinue parts of the Services. For changes that materially reduce functionality you are paying for, we will give you at least 30 days’ notice.
2. Accounts and eligibility
- Registration requires a work or organizational email address. You must provide accurate information and keep it current.
- You are responsible for activity under your account and for keeping credentials confidential. Tell us promptly at privacy@pernee.com if you suspect unauthorized access.
- You must be at least 18 years old and not barred from using the Services under applicable law.
- Administrators of a Customer account may add, suspend, and remove users, and may access content within that account.
3. Customer Data and who owns what
“Customer Data” means the information, documents, and other content you or your users provide to the Services, or that the Services ingest from systems you connect.
- You own your Customer Data. These Terms transfer no ownership of it to us.
- You grant us a limited licence to host, process, and transmit Customer Data solely to provide, secure, and support the Services for you.
- Where we process personal data on your behalf, we do so as your processor, under any Data Processing Addendum the parties execute, which prevails over these Terms in the event of a conflict.
- We do not use Customer Data to train, fine-tune, or improve any AI model, ours or a third party’s. The AI service providers we use operate under zero-data-retention terms, so Customer Data sent to them is not retained by them and is not used to train their models.
- As between you and Pernee, you own the output the Services generate from your Customer Data.
- We own the Services themselves — software, models, and documentation — along with any feedback you choose to give us.
4. Fees, billing, and renewal
- Fees, the subscription term, and the user or usage limits are set out in your order form or the plan you select.
- Invoices are payable within 15 days of the invoice date. Fees are exclusive of taxes, which you are responsible for except taxes on our income.
- Subscriptions renew automatically for successive terms unless either party cancels before the end of the then-current term.
- We may change pricing effective at your next renewal, with at least 15 days’ notice.
- Fees are not refundable for the current period, including where you stop using the Services before the end of that period.
5. Acceptable use
You agree not to, and not to permit anyone to:
- break the law, infringe others’ rights, or use the Services to store or transmit unlawful or infringing material;
- upload data you lack the rights or the client consent to process through the Services;
- probe, scan, or attempt to defeat the security of the Services, or access another customer’s data;
- reverse engineer the Services, or use them to build a competing product;
- attempt to reverse-engineer, decompile, extract, or derive the underlying prompts, system instructions, model weights, fine-tuning datasets, or algorithms of the Services;
- represent raw AI-generated output as the sole unverified work product of a licensed professional without appropriate human review;
- resell or provide the Services to third parties except as expressly permitted;
- interfere with the integrity or performance of the Services, including through automated load beyond documented limits.
We may suspend access without notice where continued use poses a security risk, threatens the Services’ integrity, or is required by law — and will restore it once the cause is resolved.
6. Professional responsibility
Pernee assists professional work; it does not perform it. Output from the Services is not tax, accounting, audit, legal, or other professional advice, and does not constitute an audit, review, or attestation engagement.
You remain solely responsible for exercising professional judgment, for reviewing and verifying any output before relying on or delivering it, and for compliance with the standards and licensing rules that apply to your practice.
Circular 230 Notice & Disclaimer: Pernee is an assistive productivity platform built for accounting and tax professionals. It does not provide legal, tax, audit, or accounting opinions or advice. Under Treasury Department Circular 230 and professional standards, all AI-generated computations, workpapers, and summaries require independent review and verification by a licensed CPA, Enrolled Agent, or qualified professional before client delivery or filing.
7. Third-party services
The Services connect to systems you choose, such as email, document storage, and accounting tools. Your use of those systems is governed by your agreements with their providers. We are not responsible for their availability, security, or the accuracy of the data they return, and disconnecting one may reduce functionality.
8. Confidentiality
Each party may receive information the other treats as confidential. The receiving party will use it only to perform under these Terms, protect it with at least reasonable care, and not disclose it except to personnel and advisers bound by similar obligations, or where legally compelled — giving notice where lawfully permitted. These obligations continue for three years after termination, and for as long as the information remains a trade secret or personal data.
9. Warranties and disclaimers
Each party warrants it has authority to enter these Terms. We warrant that we will provide the Services with reasonable skill and care, and that they will materially conform to our documentation. No service level agreement or uptime commitment is offered at this time.
Otherwise, to the fullest extent permitted by law, the Services are provided “as is” and we disclaim all other warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that output will be accurate or complete, or that the Services will be uninterrupted or error-free.
10. Indemnities
We will defend you against third-party claims that the Services, used as permitted under these Terms, infringe that third party’s intellectual property rights, and will pay damages and costs finally awarded or agreed in settlement. This does not apply to claims arising from Customer Data, from your use of the Services in breach of these Terms, or from modifications or combinations we did not provide. If the Services become the subject of such a claim, we may modify them, procure the right to continue, or terminate the affected Services and refund any prepaid fees for the unused portion of the term.
You will defend us against third-party claims arising from Customer Data or from your use of the Services in breach of these Terms, and will pay damages and costs finally awarded or agreed in settlement.
In each case the indemnified party must give prompt notice of the claim, allow the other party to control the defense, and provide reasonable cooperation at the indemnifying party’s expense. No settlement that imposes an obligation on the indemnified party is binding without its consent.
11. Limitation of liability
To the fullest extent permitted by law, neither party is liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits, revenue, goodwill, or data, even if advised such damages were possible.
Each party’s total aggregate liability arising out of or related to these Terms is limited to the total fees paid or payable by Customer to Pernee under these Terms in the twelve (12) months preceding the event giving rise to the claim.
Nothing here limits liability that cannot be limited by law, including for death or personal injury caused by negligence, or for fraud.
12. Term, termination, and what happens to your data
- These Terms run for the subscription term and any renewals.
- Either party may terminate for material breach that is not cured within 30 days of written notice.
- On termination your access ends. You may export Customer Data for 30 days, after which we delete or de-identify it in line with our retention schedule and any legal obligations.
- Sections on Customer Data ownership, confidentiality, disclaimers, liability, and governing law survive termination.
13. Changes to these Terms
We may update these Terms. Updated Terms take effect immediately when we post them, and we will notify you by email or in the Services. Continued use after that date means you accept the updated Terms; if you do not, you may terminate as described above.
14. Governing law and disputes
These Terms are governed by the laws of the State of Delaware, without regard to conflict of laws rules. The parties submit to the exclusive jurisdiction of the state and federal courts located in New Castle County, Delaware, and each party waives any objection to venue there. Each party waives any right to a jury trial and agrees that claims may be brought only on an individual basis, not as a class or representative action. Either party may seek injunctive relief in any court to protect its intellectual property or confidential information.
15. General
These Terms, with any order form and the Privacy Policy, are the entire agreement between the parties on this subject. Neither party may assign them without the other’s consent, except to a successor in a merger or sale of substantially all assets. If any provision is unenforceable, the rest remains in effect. A failure to enforce a provision is not a waiver of it. There are no third-party beneficiaries.
16. Contact
Questions about these Terms:
legal@pernee.com
Pernee, Inc., 131 Continental Drive, Suite 305, Newark, DE 19713, USA