These terms govern your firm's purchase of The Sprint or the AI Implementation Bootcamp from Byram Advisory Group, LLC, a Texas limited liability company doing business as Vesper & Co ("Byram", "we" or "us"). Buying means agreeing to the version presented for your purchase.

This version applies to purchases made on or after its effective date. An earlier purchase remains subject to the terms agreed for that purchase and any later agreement made in writing. Posting this revision does not change an earlier agreement or remove a refund right already agreed.

1. Who "your firm" means

The legal entity that paid, any entity that controls it or is under common control with it (more than 50% of the voting interests), and the partners, members, employees and individual contractors of any of them while engaged by your firm. There is no seat count and no headcount band for the software licence. One software licence covers all of it. Live Bootcamp participation is the firm place in the cohort described at purchase; the software's unlimited internal use does not expand the live services described in §6a.

2. The software licence included with either purchase

A perpetual, irrevocable, worldwide, non-exclusive, royalty-free licence to:

• run the software on any infrastructure you choose, for any number of people in your firm;
• copy it internally without limit;
• modify it, build on it, and merge it into your own systems; and
• operate it in your practice, including in work you do for your own clients, and give those clients the results.

Nothing expires. There is nothing to renew, and nothing stops working if you stop paying us, because there is nothing to stop paying. You may pass the licence to a buyer of your firm or to a successor in a merger, on written notice to us.

This is a licence, not a transfer of the copyright. We keep ownership of the software. You own everything you write on top of it, all of your data and your clients' data, and everything the software produces for you. The software does not automatically send your code, data or outputs to Byram. If you separately give us access to a repository for Bootcamp help, the information you share is handled under Addendum A.

3. What you may not do

• Do not resell or redistribute the software itself — modified or not, whole or in substantial part — as a product, package, course or competing offering.
• Do not sublicense it, except that you may install and run it on a client's own infrastructure where you operate it on their behalf and they get no right to pass it on.
• Do not strip the copyright notices, the provenance file, or the source-header attribution.
• Do not publish your delivery link. It is not password-protected — the address is the only thing keeping the package private. Send it inside your firm freely.

Building parts of the software into a system for your own use or for a client, and delivering that system's results, is expressly allowed and is not redistribution. That is the use case.

4. Refunds for The Sprint bought on its own

Seven days from purchase, on request, no reason required. Email owen@byram-advisory.com and it is done. You keep nothing — the licence ends and you delete your copies — but nobody is going to argue with you or ask you to justify it.

We ask one thing in return, and the refund does not depend on it: tell us what you expected and did not get. At this stage that is worth more to us than the money.

4a. The credit toward a Bootcamp seat

The full price of The Sprint comes off the price of a Bootcamp seat, and that credit does not expire. It is applied at purchase, against a seat as offered at the time you take it.

Three things follow from that, so nobody has to guess. The credit is not cash — it reduces the price of a seat and is not redeemable for money, transferable to another firm, or assignable. One credit per Sprint purchased. Refunding that standalone Sprint purchase ends its licence and the credit.

If a Bootcamp seat you applied the credit to is itself refunded, the credit is restored — it is not consumed by a purchase that was unwound.

4b. The Bootcamp's two-week refund

Work through the first two weeks. If nothing is running that was not running before, we refund the full amount your firm paid for the Bootcamp seat. Ask by emailing owen@byram-advisory.com within two weeks (14 days) from the start of your cohort's first live session. The window starts with that session, including if its scheduled start is moved.

The course's two-week target is a repeatable read of test data, tied out to its source. The refund does not depend on connecting a live accounting system, using client data, making paid model calls or finishing a platform. A phone call is welcome, but the refund does not depend on it.

• If The Sprint came only with your Bootcamp seat: a full Bootcamp refund ends that included software licence. Delete your copies of the licensed Sprint package and its code, including copies incorporated into other systems. Your firm keeps ownership of its own additions, data and outputs; that ownership does not grant a continuing right to use refunded Sprint code.
• If your firm bought The Sprint separately: that separate licence continues. We refund the amount actually paid for the Bootcamp seat and restore the Sprint credit applied to it. For example, a $5,000 seat bought with a $2,000 Sprint credit receives a $3,000 cash refund and the $2,000 credit back. The credit is not refunded as cash.

A Bootcamp refund also ends the remaining live services for that seat and Byram's repository access for that engagement. Confidentiality and the return/deletion duties in Addendum A continue as stated there.

5. The obligation that runs the other way: human review

The software drafts. It does not decide. By buying it you agree that:

• a qualified person at your firm reviews and approves every output before it is posted to any ledger, sent to any client, filed with any authority, or otherwise relied on. The software contains controls designed to require exactly this, and you will not disable or work around them;
• you are responsible for configuring who may approve what, and for getting that right;
• you remain solely responsible for your professional obligations — Circular 230, the AICPA Code, your state board's rules, IRC §§ 6713 and 7216, and your engagement letters; and
• your credentials, your model-provider accounts, your hosting and your spend are yours.

Skipping that review is a breach of these terms by your firm. It is not a defect in the software.

6. Corrections and bounded help

We may publish corrections at your delivery address, and we intend to. We are not obliged to publish any correction, to publish one within any period, or to keep publishing them.

The Sprint bought on its own includes bounded product and planning support: the planner, starter code, handoff, guides, and possible clarification of a closed, sanitized diagnostic. We may answer that question as a courtesy. We do not promise a response time. The standalone Sprint purchase includes no hands-on implementation, service level or availability commitment. The live instruction and repository help included with Bootcamp are described in §6a and Addendum A.

6a. What the Bootcamp adds

A Bootcamp purchase includes The Sprint and four live weeks of guided learning for your firm: four 60-minute sessions, a weekly office hour on your own code, and a separate 30-minute kickoff before Week One. The cohort listing and invitations give the dates and times.

Your team learns to scope, build, test and explain one starter finance and accounting workflow, with a handover record and a plan for extending it. The course begins with invented or approved non-client test data. Completing it does not establish a finished platform or permission to use client data. Any optional non-production connection still requires the account, data and cost permissions in the current Sprint guide.

Your firm's compatible workspace subscriptions, model usage and hosting are separate costs. The perpetual software licence does not create an ongoing implementation or support service. Repository help follows Addendum A: Byram signs the completed addendum before the firm invites the named account to its agreed private repository. A purchase does not itself grant that access.

7. Warranties, and the disclaimer of everything else

For 30 days from purchase, the software will perform materially as described in its README.md. Your sole and exclusive remedy if it does not is, at our election, a correction or a full refund of the amount actually paid for the purchase that supplied the software: the standalone Sprint purchase or the Bootcamp purchase. The licence and any prior Sprint credit are handled on a refund as described in §§4–4b. No separate or zero-dollar value is assigned to the Sprint software included with Bootcamp for this remedy.

This is the remedy for the software warranty in this section. It does not replace or limit the separate Bootcamp refund promise in §4b.

EXCEPT AS STATED IN THE PARAGRAPH ABOVE, THE SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE". BYRAM DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. BYRAM DOES NOT WARRANT THAT THE SOFTWARE WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS, OR THAT ANY DEFECT WILL BE CORRECTED.

8. AI output — the one to read twice

THE SOFTWARE IS DESIGNED TO BE OPERATED WITH LARGE LANGUAGE MODELS SUPPLIED BY THIRD PARTIES. BYRAM MAKES NO WARRANTY OF ANY KIND THAT ITS OUTPUT IS ACCURATE, COMPLETE, CURRENT, COMPLIANT WITH ANY ACCOUNTING OR TAX STANDARD, OR FIT TO BE POSTED, FILED OR RELIED ON. OUTPUT IS A DRAFT AND MUST BE REVIEWED BY A QUALIFIED PERSON BEFORE IT IS RELIED ON.

BYRAM IS NOT YOUR ACCOUNTANT, AUDITOR, TAX ADVISER OR ATTORNEY. NOTHING IN THE SOFTWARE OR ITS DOCUMENTATION OR THE BOOTCAMP IS ACCOUNTING, TAX, AUDIT OR LEGAL ADVICE, AND NOTHING IN THEM IS AN ASSURANCE ENGAGEMENT, AN OPINION, OR ANY OTHER ATTEST SERVICE. IT IS NOT A SUBSTITUTE FOR YOUR OWN PROFESSIONAL JUDGMENT OR YOUR OWN SYSTEM OF QUALITY CONTROL.

THE CONTROLS IN THE SOFTWARE ARE TOOLS FOR BUILDING A CONTROL ENVIRONMENT. THEY ARE NOT THEMSELVES A CONTROL ENVIRONMENT, AND BYRAM MAKES NO REPRESENTATION THAT THE SOFTWARE, AS DELIVERED OR AS YOU CONFIGURE IT, SATISFIES ANY PARTICULAR REGULATORY, PEER-REVIEW, PROFESSIONAL-STANDARD OR INSURANCE REQUIREMENT.

9. Limitation of liability

BYRAM'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SOFTWARE, THE BOOTCAMP OR THESE TERMS, ON ANY THEORY OF LIABILITY WHATSOEVER — CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, STATUTE OR OTHERWISE — WILL NOT EXCEED THE TOTAL AMOUNT YOUR FIRM ACTUALLY PAID FOR THE SPRINT OR BOOTCAMP PURCHASE GIVING RISE TO THE CLAIM. AN APPLIED SPRINT CREDIT IS NON-CASH; ITS RESTORATION ON A REFUND IS GOVERNED BY §§4a–4b.

IN NO EVENT WILL BYRAM BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES; FOR LOST PROFITS, LOST REVENUE, LOST OR CORRUPTED DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, OR THE COST OF SUBSTITUTE SOFTWARE OR SERVICES; OR FOR ANY ERROR, MISSTATEMENT, RESTATEMENT, PENALTY, INTEREST, PROFESSIONAL SANCTION, CLIENT CLAIM OR REGULATORY ACTION ARISING FROM OUTPUT THAT WAS POSTED, FILED OR RELIED ON — EVEN IF BYRAM WAS ADVISED OF THE POSSIBILITY.

THIS LIMITATION APPLIES EVEN IF A LIMITED REMEDY IN §7 FAILS OF ITS ESSENTIAL PURPOSE. IT DOES NOT APPLY TO BYRAM'S OWN FRAUD OR WILLFUL MISCONDUCT.

THE PRICE REFLECTS THIS ALLOCATION OF RISK. BYRAM WOULD NOT LICENSE THE SOFTWARE AT THIS PRICE OR PROVIDE THE BOOTCAMP AT ITS PRICE WITHOUT IT, AND YOUR FIRM ACKNOWLEDGES THAT IT IS A BASIS OF THE BARGAIN.

10. Governing law and disputes

Texas law governs, without regard to its conflict-of-laws principles. Exclusive venue is the state and federal courts sitting in Collin County, Texas, and each party consents to personal jurisdiction there.

EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING TO THESE TERMS, THE SOFTWARE OR THE BOOTCAMP.

In any action on these terms, the prevailing party may recover its reasonable attorney's fees and costs.

11. How long the licence lasts

Perpetually. We can end it only for a material breach of §3 that you do not fix within 30 days of written notice, and even then what you have already built on top of it keeps running. The separate refund provisions in §§4–4b also end the refunded licence as stated there. Sections 3, 5, 7, 8, 9, 10 and 12 survive. Addendum A's confidentiality and deletion duties survive for their stated periods.

12. The rest of it

These terms, together with a completed Repository Access and Confidentiality Addendum signed by Byram for your firm, are the entire agreement about the purchased software and Bootcamp services. They replace earlier statements about those subjects, including website and marketing statements. The course services and refund promise in §§4b and 6a remain part of these terms.

The addendum controls any conflict about repository access, confidentiality, permitted use of information and return/deletion. The software licence, ownership, refunds, warranty and liability provisions in these terms continue to govern those subjects. The addendum does not create an exception to the liability allocation in §9.

Changes have to be in writing and signed by both of us — no purchase order, vendor-onboarding form or click-through you send us changes them. A completed addendum signed by Byram is the repository undertaking described here; accepting these terms does not replace that signature. If a provision is unenforceable it is trimmed to the minimum extent necessary and the rest stands. Not enforcing something once is not a waiver of it. There are no third-party beneficiaries.

Questions

Ask before you buy rather than after: owen@byram-advisory.com. See also our privacy policy.

Addendum A Repository Access and Confidentiality

AI Implementation Bootcamp · Byram Advisory Group

Draft updated 20 October 2026. One-way confidentiality undertaking, given by Byram Advisory Group, LLC as the receiving party.

DRAFT FOR REVIEW BY A LICENSED TEXAS ATTORNEY BEFORE SIGNATURE. This draft is not signed and does not authorize repository access.

This form accompanies Addendum A at https://vesperco.ai/terms/#repository-access-addendum. Once completed and signed by Byram before the Firm sends its repository invitation, it forms part of the version of the Terms of Sale the Firm accepted at purchase, identified in section 1. A later website version does not automatically amend an earlier purchase agreement.

Why we ask

During the AI Implementation Bootcamp, we may need to inspect your code to reproduce a problem at the weekly office hour and propose a fix as a pull request. This Addendum records the repository, purpose, access period and confidentiality obligations before you invite us.

What the access is

You add the GitHub account owenbyram-spec with Write permission on the one private repository identified in section 1. For a firm-owned GitHub organisation, invite us as an outside collaborator on that repository, not as an organisation member.

Write permission permits pushing branches and opening pull requests. Without applicable branch protection, it can also permit a direct push to the default branch. Byram promises to work through pull requests only; the Firm reviews and merges every change. The promise is contractual unless separately supported by the repository's technical controls.

Where the Firm's GitHub plan supports branch protection for its private repository, configure the default branch to Require a pull request before merging and verify the applicable rules. Availability depends on the plan; private-repository branch protection is not included in every GitHub plan. If that control is unavailable, identify the limitation before granting access. The contractual restriction remains in force.

Byram never receives ledger or accounting-system credentials. Keep keys, passwords and tokens in the Firm's approved vault or secret settings, outside the repository, invitations and course discussion. A firm-owned, separately authorized non-production sandbox may be used when supported under the current Sprint permissions and checks; it does not give Byram credentials or authorize production or client-data use.

1 Parties and term

This Addendum is given by Byram Advisory Group, LLC, a Texas limited liability company doing business as Vesper & Co ("Byram"), to [FIRM LEGAL NAME], a [FIRM ENTITY TYPE AND FORMATION STATE] (the "Firm"). It becomes effective on the Access Start Date recorded below, after Byram has signed it and before the Firm invites Byram to the repository.

Applicable purchase or cohort reference: [PURCHASE OR COHORT REFERENCE]

Terms version and date accepted by the Firm at purchase: [TERMS VERSION AND DATE ACCEPTED AT PURCHASE]

One private repository URL: [PRIVATE REPOSITORY URL]

Access Start Date: [ACCESS START DATE]

Last scheduled Tuesday live session date: [LAST SCHEDULED TUESDAY LIVE SESSION DATE]

Access End Date: [ACCESS END DATE]

Firm notice contact and title: [FIRM NOTICE CONTACT AND TITLE]

Firm notice email: [FIRM NOTICE EMAIL]

Firm notice address: [FIRM NOTICE ADDRESS]

The Access End Date must be no later than seven (7) calendar days after the last scheduled Tuesday live session identified above. The "Access Period" runs from the Access Start Date until the earliest of the Access End Date, the Firm's request to end access or a refund of the Bootcamp purchase. Confidentiality obligations survive as stated in section 7. Completing this form does not change the Terms version the Firm accepted at purchase.

2 Purpose

Byram is providing the Firm with instruction and technical assistance under the AI Implementation Bootcamp. The Firm grants Byram access to the one identified source-code repository only to diagnose and propose fixes to code the Firm is writing for the course. Byram will not use the access, or anything learned through it, for another purpose.

Course work and shared discussion use fictional or approved non-client materials only. This Addendum does not authorize client or taxpayer data, production access, paid model calls, accounting writes or new data sharing. Any separately permitted non-production sandbox remains subject to the current Sprint permissions and technical checks.

3 What is covered

Everything Byram sees in or through the repository is covered, whether or not marked confidential, including source code, configuration, SCHEMA.md, KEY-REGISTER.md and the names of credentials it lists, knowledge files, interview material, and anything a reasonable person would understand to be confidential given its nature or the circumstances of disclosure.

This protection also covers confidential information inadvertently present or disclosed. It does not authorize putting client records, credentials or other prohibited material in the repository or sharing them with Byram or the cohort. Keep original interviews and client material in the Firm's approved systems; use a reviewed fictional copy for course work.

4 What is not covered

Information that: (a) was already known to Byram without a duty of confidence; (b) is or becomes publicly available through no breach of this Addendum; (c) is rightfully received from a third party without a duty of confidence; (d) was independently developed by Byram without use of the Firm's confidential information; or (e) is required to be disclosed by law or court order, subject to section 5.

5 What Byram will and will not do

Byram will hold the Firm's confidential information in confidence, use it only for the Purpose, and protect it with at least the care it uses for its own confidential information and no less than reasonable care.

Byram will not:

• push to a protected or default branch, or merge any pull request; the Firm reviews and merges every change;
• use the Firm's code, knowledge files or client information for any other client, engagement, product, course or case study;
• disclose anything covered to anyone other than personnel who need it for the Purpose and are bound by obligations at least as protective as these;
• retain or export copies beyond what is incidental to the assistance given.

Where disclosure is compelled by law, Byram will give the Firm notice where lawfully permitted, cooperate in seeking protective treatment at the Firm's expense, and disclose only the minimum required.

6 AI and subprocessor transparency

Byram may use third-party artificial-intelligence, cloud and code-hosting services in providing the assistance. On request, Byram will identify the categories of such services it uses in processing the Firm's confidential information, and will give notice before adding a category materially different from those disclosed. Byram will not submit the Firm's confidential information to any third-party service on terms permitting that third party to train or improve models on it, or to use it for any purpose other than providing the service. These confidentiality protections do not expand the course's permitted data or use.

7 End of access and return

Byram will remove itself as a collaborator no later than the Access End Date. If the Firm requests earlier removal, Byram will stop using the access and remove itself promptly. The Firm may revoke the invitation or access at any time. The Access End Date may not be later than seven (7) calendar days after the last scheduled Tuesday live session identified in section 1.

Byram will delete local copies within thirty (30) days after the Access Period ends or the Firm requests their deletion, save for copies held in routine backups, which remain subject to this Addendum until deleted in the ordinary course. Byram will certify deletion in writing on request. The local-copy deletion window does not extend repository access.

The Access Period also ends when the Bootcamp purchase is refunded. Byram will stop using the repository access immediately and remove itself promptly.

Confidentiality obligations survive for three (3) years from disclosure, and indefinitely for anything that constitutes a trade secret or personal data for so long as it remains such.

8 Relationship to the Terms and intellectual property

Nothing here grants Byram any right, title, licence or interest in the Firm's code, data or intellectual property, all of which remain the Firm's. Nothing here obligates either party to enter any further agreement.

This completed Addendum supplements the Terms version identified in section 1. If they conflict, this Addendum controls only the confidentiality, access, permitted use and deletion of repository material addressed here. The Terms' software licence, intellectual-property provisions, refunds, warranty disclaimers and limitations of liability otherwise remain in effect. This Addendum creates no exception to those limitations of liability.

9 Remedies

The Firm may seek injunctive relief for breach or threatened breach without posting bond, in addition to any other remedy available at law or in equity, subject to the applicable Terms and section 8.

10 Governing law and venue

THIS ADDENDUM IS GOVERNED BY THE LAWS OF THE STATE OF TEXAS, WITHOUT REGARD TO ITS CONFLICT-OF-LAWS RULES. THE PARTIES SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS SITTING IN COLLIN COUNTY, TEXAS, AND EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS ADDENDUM.

11 Miscellaneous

Byram may not assign this Addendum. This Addendum and the applicable Terms together state the agreement on this subject. This Addendum may be amended only in a signed writing, may be executed in counterparts including electronically, and if any provision is unenforceable the rest continues in force. Notices go to owen@byram-advisory.com and to the Firm's notice contact at the email or address recorded in section 1.

Signature

Byram Advisory Group, LLC

Signature: ____________________ Name: Owen Byram Title: CEO Date: __________

Acknowledged by the Firm. The Firm's countersignature is optional; once completed and signed by Byram, this Addendum binds Byram whether or not the Firm countersigns.

[FIRM LEGAL NAME]

Signature: ____________________ Name: __________ Title: __________ Date: __________