1. Acceptance and scope
These Terms of Use (“Terms”) are a binding agreement between you and Jonathan D. Byrd I, operating J.D. Byrd private business advisory (“J.D. Byrd,” “we,” “us,” or “our”). They apply to jdbyrd.com, profile.jdbyrd.com, client.jdbyrd.com, the Business Owner Operating Profile, reports, applications, accounts, communications, content, downloads, and related online or offline services (collectively, the “Services”).
By accessing or using a Service, submitting information, creating an account, clicking an acceptance control, or continuing after notice of updated Terms, you agree to these Terms and acknowledge the Privacy Policy. If you use a Service for a company or another person, you represent that you have authority to bind them. If you do not agree, do not use the Services.
2. Eligibility, authority, and accurate information
You must be at least 18, legally able to contract, and use the Services for lawful purposes. You represent that information you provide is accurate, current, and complete; that you have authority to provide it; and that your use does not violate law, contract, confidentiality, fiduciary, privacy, intellectual-property, employment, or other obligations.
3. No advisory relationship until separately agreed
Visiting the site, completing an assessment, receiving a report, submitting an application, exchanging preliminary communications, or attending an introductory conversation does not create an advisory, fiduciary, attorney-client, accountant-client, employment, agency, partnership, or other professional relationship. A paid advisory relationship begins only under a signed Advisory Engagement Agreement. That agreement controls fees, scope, term, confidentiality, deliverables, termination, and any conflict with these Terms concerning the paid engagement.
4. No guaranteed outcome or professional advice
Business decisions involve uncertainty. No content, report, score, assessment, recommendation, communication, example, projection, estimate, testimonial, or statement guarantees revenue, profit, savings, financing, growth, performance, or any other outcome. Past results and examples do not guarantee future results.
Unless a separate signed agreement expressly states otherwise and the provider is appropriately qualified, the Services do not provide legal, tax, accounting, investment, financial-planning, medical, clinical, mental-health, or other licensed professional advice. You are responsible for independent judgment, professional review where appropriate, decisions, implementation, legal compliance, personnel, finances, safety, and results.
5. Operator Profile limitations
The Business Owner Operating Profile is an informational, educational, marketing, and business-reflection tool. It is not a medical or clinical diagnosis, validated clinical scale, employment-selection instrument, credit, housing or insurance evaluation, or prediction of success. Its 0–100 display scores are not population percentiles, and its proprietary constructs are working business-assessment constructs. Do not use the Profile or its outputs to make legally significant decisions about another person.
6. Accounts, credentials, and security
You are responsible for safeguarding passwords, multifactor credentials, report links, access tokens, devices, and account activity. You may not share access except through an authorized team feature. Notify us promptly of suspected unauthorized access. We may require verification, reset credentials, restrict features, suspend access, preserve evidence, or take other steps reasonably intended to protect the Services or affected parties.
7. Your submissions and responsibility for content
“Submissions” include information, answers, files, documents, messages, recordings, photographs, video, audio, feedback, reviews, testimonials, suggestions, and other material you provide, publish, transmit, or make available to us. You retain any ownership you already have, subject to the licenses in these Terms.
You represent that you own or control the necessary rights and permissions and that Submissions are lawful, accurate in all material respects, free of malicious code, and do not infringe or expose another person's rights or confidential information. Do not provide passwords, access keys, full payment-card data, regulated health information, unlawful content, trade secrets you lack authority to share, or personal consumer data unrelated to the requested business purpose.
8. License to operate, analyze, improve, and commercialize
You grant J.D. Byrd and our affiliates, successors, service providers, contractors, and sublicensees a worldwide, nonexclusive, royalty-free, transferable, sublicensable license to host, store, reproduce, transmit, format, adapt, translate, analyze, combine, create derivative works from, display, perform, distribute, and otherwise use Submissions as reasonably useful to operate, secure, support, evaluate, improve, market, and develop the Services and our business; create reports, insights, content, methodologies, products, and offerings; perform the uses described in the Privacy Policy; and comply with law or your directions.
This license lasts for as long as reasonably necessary for those purposes and survives account closure where continued use or retention is permitted by these Terms, the Privacy Policy, a separate agreement, or law. We may use and commercialize aggregated, statistical, modeled, or de-identified information that does not reasonably identify you or reveal a specific company's protected confidential information.
Protected advisory materials
We will not sell or license as standalone data for another party's independent marketing your detailed nonpublic company financial statements, bank or payment credentials, raw client uploads, confidential internal operating documents, private meeting transcripts, portal content, or raw attributable assessment answers unless you separately authorize that use in writing. We may process and disclose those materials to deliver services, use professional and technology providers, secure the business, comply with law, enforce agreements, protect rights, or complete a corporate transaction subject to appropriate protections. A signed Advisory Engagement Agreement may provide additional confidentiality obligations.
Nothing restricts our use of generalized ideas, concepts, techniques, experience, know-how, methods, skills, or information retained in unaided memory, so long as we do not disclose protected confidential information or violate a separate written agreement.
9. Feedback, reviews, testimonials, and publicity
If you voluntarily provide feedback, suggestions, a review, rating, testimonial, success story, endorsement, or similar material, you grant us a perpetual, irrevocable, worldwide, royalty-free, transferable, sublicensable license to quote, reproduce, edit for length or clarity without materially changing meaning, publish, display, distribute, advertise, and otherwise use it in any medium now known or later developed. Where you authorize the use of your identity, this license includes your name, company, title, likeness, voice, general location, and associated public-profile information. You represent that the material reflects your honest views and that you may grant these rights.
10. Electronic communications; email, calls, and texts
You agree that we may provide agreements, notices, disclosures, records, signatures, and other communications electronically and that electronic actions may have the same legal effect as paper and ink where permitted by law. You are responsible for maintaining working contact information and copies of records you need.
We may contact you about requests, reports, applications, accounts, meetings, services, content, offers, and other matters using contact details you provide, subject to the Privacy Policy and applicable law. Marketing email may be stopped through its unsubscribe mechanism.
A general agreement to these Terms is not, by itself, consent to receive automated marketing texts or artificial or prerecorded-voice marketing calls where prior express written consent is required. If you separately check the telephone-marketing authorization associated with a number you provide, you authorize J.D. Byrd and providers acting on our behalf to deliver marketing calls or texts to that number using the technologies stated in that authorization. That consent is not a condition of purchase and may be revoked as described in the authorization or Privacy Policy.
11. Recording and analysis of communications
Subject to notice or consent required by applicable law, calls, video meetings, interviews, and other communications may be monitored, recorded, transcribed, summarized, analyzed, and retained for documentation, quality assurance, training, security, sales, marketing, service delivery, product improvement, and other purposes described in the Privacy Policy. If you invite or include another participant, you are responsible for giving any notice and obtaining any authority required from that participant unless we expressly agree otherwise.
12. Artificial intelligence and automated output
We may use automated and artificial-intelligence tools to process Submissions and other information and to produce summaries, classifications, scores, drafts, observations, hypotheses, recommendations, content, and workflow actions. Automated output can be inaccurate, incomplete, biased, or unsuitable. You must review output in context and use independent judgment. We may modify, reject, or decline to act on automated output.
13. Our intellectual property
The Services, software, designs, branding, text, graphics, videos, assessments, questions, scoring, reports, methodologies, prompts, taxonomies, workflows, compilations, and other J.D. Byrd materials are owned by us or our licensors and protected by intellectual-property and other laws. Except for the limited right to use a Service for its intended purpose, no right or license is granted by implication.
You may not copy, reproduce, republish, sell, sublicense, distribute, scrape, frame, mirror, reverse engineer, decompile, discover source code or scoring logic, create a competing assessment from, remove notices from, train a model on, or commercially exploit protected materials without prior written permission, except where a restriction is prohibited by law.
14. Acceptable use and prohibited conduct
You may not misuse the Services; violate law or another person's rights; impersonate anyone; submit false or misleading information; gain or attempt unauthorized access; bypass security or rate limits; enumerate accounts, reports, applications, or unsubscribe records; introduce malicious code; disrupt service; harvest data; use bots or automated extraction without permission; send spam; interfere with another user; use outputs for prohibited legally significant decisions; or assist another person in doing any of these things.
15. Third-party services and links
The Services may rely on, integrate with, or link to third-party hosting, analytics, advertising, communication, payment, storage, automation, artificial-intelligence, and other services. Third parties may apply their own terms and privacy practices. We do not control independent third parties and are not responsible for their content, decisions, security, availability, or conduct. Your dispute with a third party is generally between you and that party.
16. Service changes, suspension, and termination
We may add, remove, correct, modify, suspend, restrict, or discontinue any Service, content, feature, account, report, or access method at any time. We may suspend or terminate access for suspected misuse, security risk, legal exposure, nonpayment, violation of these Terms, or any reason permitted by law. We do not guarantee that information, features, or reports will remain available or recoverable. You should retain copies you need.
17. Disclaimers
TO THE FULLEST EXTENT PERMITTED BY LAW, THE SERVICES AND ALL CONTENT, REPORTS, OUTPUTS, AND COMMUNICATIONS ARE PROVIDED “AS IS” AND “AS AVAILABLE.” J.D. BYRD DISCLAIMS ALL EXPRESS, IMPLIED, STATUTORY, AND OTHER WARRANTIES, INCLUDING WARRANTIES OF ACCURACY, COMPLETENESS, RESULTS, TITLE, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SECURITY, AND UNINTERRUPTED OR ERROR-FREE OPERATION. WE DO NOT WARRANT THAT DEFECTS WILL BE CORRECTED OR THAT THE SERVICES ARE FREE OF HARMFUL COMPONENTS.
18. Limitation of liability
TO THE FULLEST EXTENT PERMITTED BY LAW, J.D. BYRD, JONATHAN D. BYRD I, AND THEIR AFFILIATES, LICENSORS, PROVIDERS, CONTRACTORS, AND REPRESENTATIVES WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR RELIANCE DAMAGES; LOST PROFITS, REVENUE, SAVINGS, DATA, GOODWILL, OR BUSINESS OPPORTUNITY; BUSINESS INTERRUPTION; OR THE COST OF SUBSTITUTE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY.
For claims governed by an Advisory Engagement Agreement, that agreement controls. For all other claims arising from the Services, aggregate liability will not exceed the greater of the amount you paid specifically for the affected Service during the three months preceding the event giving rise to the claim or $100. These limitations apply to every theory of liability and allocation of risk, but do not limit liability that cannot lawfully be excluded.
19. Indemnification
To the fullest extent permitted by law, you will defend, indemnify, and hold harmless J.D. Byrd, Jonathan D. Byrd I, and their affiliates, successors, providers, contractors, and representatives from claims, liabilities, losses, damages, judgments, penalties, costs, and reasonable attorneys' fees arising from your Submissions; your business, decisions, implementation, products, employees, contractors, customers, or operations; your violation of these Terms, law, or another person's rights; or your misuse of the Services. We may control the defense of a covered matter, and you will reasonably cooperate.
20. Release
To the fullest extent permitted by law, you release the J.D. Byrd parties from claims arising from disputes between you and another user, employee, contractor, vendor, referral partner, platform, or third party, except to the extent directly caused by conduct for which liability cannot lawfully be released.
21. Governing law, forum, and time to bring claims
Unless a signed Advisory Engagement Agreement provides otherwise or applicable law requires another result, these Terms are governed by South Dakota law without regard to conflict-of-law principles. The parties will first attempt in good faith to resolve a dispute informally. Any court proceeding must be brought in a state or federal court having lawful jurisdiction in South Dakota, and each party consents to personal jurisdiction and venue there.
To the fullest extent permitted by law, a claim arising from the Services must be filed within one year after the claim arose or it is permanently barred. This contractual period does not shorten a limitations period where shortening it is prohibited by law.
22. General terms
You may not assign these Terms or an account without our written consent. We may assign these Terms, rights, data, and obligations in connection with an affiliate, reorganization, financing, asset transfer, merger, acquisition, sale, or other lawful business transaction. We are not liable for delay or failure caused by events beyond reasonable control.
If a provision is unenforceable, it will be modified to the minimum extent necessary and the remainder will remain effective. Failure to enforce a provision is not a waiver. Headings are for convenience. Provisions that by their nature should survive—including licenses, ownership, disclaimers, limitations, indemnity, dispute terms, and accrued obligations—survive termination.
These Terms, the Privacy Policy, any accepted form-specific terms, and any applicable signed agreement are the complete agreement concerning their subject matter and replace prior or contemporaneous statements on that subject. A purchase order or similar document does not modify them unless expressly signed by us.
23. Changes to these Terms
We may update these Terms as the Services, business, and law change. The “Last updated” date identifies the current public Terms. We may provide additional notice or request renewed acceptance where required. Your continued use after an effective update constitutes acceptance to the extent permitted by law.
24. Contact
Questions about these Terms may be sent to info@jdbyrd.com.