End-User License Agreement
1. Acceptance
This End-User License Agreement (the “Agreement”) is a binding contract between you (an individual or the legal entity you represent, “you” or “Customer”) and Peregrine Professional Services Inc., an Ontario corporation with offices in Ottawa, Ontario, Canada (“Peregrine”, “we”, “us”, or “our”). By installing, accessing, or using the Peregrine application, dashboard, integrations, or related services (collectively, the “Service”), you agree to the terms below. If you do not agree, do not use the Service.
If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have authority to bind that entity to these terms.
2. Definitions
- “Customer Data” means data, content, and information that you or your authorized users provide, upload, or grant Peregrine access to through the Service, including data retrieved from connected third-party platforms.
- “Connected Platforms” means third-party services to which you authorize Peregrine to connect on your behalf (for example, QuickBooks Online, Slack, Google Drive, Plaid, Float Financial, Rippling, and similar).
- “Documentation” means materials describing the operation and use of the Service published by Peregrine.
- “Authorized User” means an individual employed or engaged by you whom you authorize to access the Service.
3. License Grant
Subject to your compliance with this Agreement, Peregrine grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service for your internal business operations during the term of your subscription.
4. Permitted Use
You may use the Service to:
- Connect your accounting, banking, payroll, and operational systems for the purpose of bookkeeping, reconciliation, financial reporting, and related professional services.
- Authorize Peregrine and its agents (human and automated) to read, analyze, and where applicable propose entries against your Connected Platforms within the scope you grant.
- Receive reports, alerts, and recommendations generated by the Service.
5. Restrictions
You will not, and will not permit any Authorized User or third party to:
- Reverse engineer, decompile, disassemble, or otherwise attempt to derive source code, models, or non-public components of the Service, except to the extent applicable law prohibits such restriction.
- Resell, sublicense, lease, time-share, or otherwise transfer the Service to any third party.
- Use the Service to develop a competing product or to benchmark against the Service for competitive purposes.
- Attempt to bypass usage limits, rate limits, security controls, or access controls of the Service or any Connected Platform.
- Use the Service to process data unlawfully, including but not limited to data you do not have rights to provide.
- Upload viruses, worms, or other malicious code to the Service.
6. Accounts & Data
You are responsible for maintaining the confidentiality of credentials used to access the Service and for all activity occurring under your account. You will promptly notify Peregrine of any suspected unauthorized access. You retain all rights, title, and interest in and to Customer Data; Peregrine receives only a limited license to host, process, transmit, and display Customer Data as necessary to provide the Service and as further described in our Privacy Policy.
7. Third-Party Integrations
The Service interoperates with Connected Platforms that are independently owned and operated. Your use of any Connected Platform is governed by the terms and policies of that platform’s provider, not this Agreement. You authorize Peregrine to access Connected Platforms on your behalf using credentials, OAuth grants, API keys, or similar mechanisms you provide. Peregrine is not responsible for changes, outages, or policy modifications by Connected Platform providers.
8. Intellectual Property
As between the parties, Peregrine owns all right, title, and interest in and to the Service, including all software, models, agent designs, prompts, evaluation data, dashboards, documentation, and trademarks. No license is granted to you other than the limited license expressly described in Section 3. Peregrine may retain anonymized or aggregated technical data and metadata derived from your use of the Service for the purpose of improving the Service, provided that such data does not identify you or your Authorized Users.
9. Fees
Fees, billing terms, payment cadence, and refund policies (if any) are set forth in your separate Order Form or Master Services Agreement with Peregrine. Late payment may result in suspension of the Service. Fees are exclusive of applicable taxes, duties, and similar levies.
10. Privacy
Peregrine’s collection, use, storage, and disclosure of personal information is described in our Privacy Policy, which is incorporated by reference into this Agreement.
11. Termination
Either party may terminate this Agreement (i) for material breach not cured within 30 days of written notice, or (ii) on the renewal date by providing written notice prior to renewal. Upon termination, your right to access the Service ends. Peregrine will, upon request and within 30 days of termination, return or destroy Customer Data in its possession, except as it must retain to comply with law or to resolve disputes. Sections 5, 8, 12, 13, 14, 15, and 17 survive termination.
12. Disclaimer of Warranties
The Service is provided “as is” and “as available” without warranty of any kind, express or implied, including without limitation warranties of merchantability, fitness for a particular purpose, non-infringement, or accuracy. Peregrine does not warrant that the Service will be uninterrupted, error-free, or that all defects will be corrected. Output produced by automated agents is intended to support — not replace — professional judgment by qualified personnel.
13. Limitation of Liability
To the maximum extent permitted by law, neither party will be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages, including loss of profits, revenue, business, data, or goodwill, arising out of or related to this Agreement, regardless of the theory of liability and whether or not the party was advised of the possibility of such damages. Each party’s aggregate liability arising out of or related to this Agreement will not exceed the fees paid or payable by you to Peregrine in the 12 months preceding the event giving rise to the claim. The limitations in this Section 13 do not apply to your obligations to pay fees, breaches of confidentiality obligations, or indemnification obligations.
14. Indemnification
You will defend, indemnify, and hold harmless Peregrine and its affiliates, officers, directors, employees, and agents from and against any third-party claims, damages, losses, and reasonable attorneys’ fees arising out of (a) your breach of this Agreement, (b) your use of the Service in violation of law, or (c) Customer Data you provide to or process through the Service.
15. Governing Law
This Agreement is governed by the laws of the Province of Ontario, Canada and the federal laws of Canada applicable therein, without regard to conflict-of-laws principles. The parties submit to the exclusive jurisdiction of the courts located in Ottawa, Ontario for any dispute arising out of or related to this Agreement, except that either party may seek injunctive relief in any court of competent jurisdiction.
16. Changes to this Agreement
Peregrine may update this Agreement from time to time. Material changes will be communicated to you with at least 30 days’ notice via the email address associated with your account or via the Service. Your continued use of the Service after the effective date of an update constitutes acceptance of the updated Agreement. The current version of this Agreement is always available at peregrineps.com/legal/eula.
17. Contact
Questions about this Agreement should be directed to:
Peregrine Professional Services Inc.
Ottawa, Ontario, Canada
Email: legal@peregrineps.com