1. Introduction and Acceptance
These Terms of Service ("Terms") constitute a legally binding agreement between you ("Customer," "you," or "your") and Ledgers Technology, Inc. ("Ledgers," "we," "us," or "our"), a U.S. company located in New York, USA. These Terms govern your access to and use of the Ledgers platform, including our website, applications, APIs, and all related services (collectively, the "Service").
By creating an account, accessing the Service, or clicking "I Agree" (or similar affirmation), you acknowledge that you have read, understood, and agree to be bound by these Terms. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these Terms, in which case "you" or "your" shall refer to such entity.
If you do not agree to these Terms, you may not access or use the Service. We reserve the right to modify these Terms at any time in accordance with Section 17 below.
2. Definitions
For the purposes of these Terms, the following definitions apply:
- "Account" means the account you create to access and use the Service.
- "Authorized Users" means individuals authorized by you to access and use the Service under your Account.
- "Customer Data" means any data, information, or content that you or your Authorized Users upload, submit, or transmit to the Service.
- "Documentation" means the user guides, help articles, API documentation, and other materials we provide describing the functionality and use of the Service.
- "Intellectual Property Rights" means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights, and other intellectual property rights.
- "Subscription" means the plan and pricing tier you select for access to the Service.
- "Third-Party Services" means applications, integrations, websites, or services provided by third parties that interoperate with the Service.
3. Eligibility and Account Registration
3.1 Eligibility Requirements
To use the Service, you must: (a) be at least eighteen (18) years of age or the age of legal majority in your jurisdiction, whichever is greater; (b) have the legal capacity and authority to enter into a binding contract; (c) not be barred from using the Service under applicable law; and (d) if registering on behalf of an organization, have the authority to bind that organization to these Terms.
3.2 Account Creation
To access the Service, you must create an Account by providing accurate, current, and complete information as prompted by our registration process. You agree to maintain and promptly update your Account information to keep it accurate, current, and complete. Failure to do so may result in suspension or termination of your Account.
3.3 Account Security
You are responsible for maintaining the confidentiality of your Account credentials, including your password and any authentication tokens. You agree to: (a) use strong, unique passwords; (b) enable multi-factor authentication where available; (c) not share your credentials with any third party; (d) immediately notify us of any unauthorized access to or use of your Account; and (e) ensure that you log out from your Account at the end of each session when accessing the Service from shared or public devices.
You are solely responsible for all activities that occur under your Account, whether or not authorized by you. We will not be liable for any loss or damage arising from your failure to comply with these security requirements.
4. Subscriptions, Billing, and Taxes
4.1 Subscription Plans
Ledgers offers multiple subscription plans, including Starter, Pro, and Enterprise tiers. Each plan provides different features, usage limits, and support levels as described on our pricing page. We reserve the right to modify, discontinue, or add subscription plans at any time, provided that any changes to your current plan will be communicated in accordance with Section 17.
4.2 Billing and Payment
By selecting a paid Subscription, you authorize Ledgers to charge your designated payment method on a recurring basis (monthly or annually, depending on your selection) at the then-current rate for your Subscription plan. All fees are quoted and payable in U.S. dollars unless otherwise specified. Payment obligations are non-cancelable, and fees paid are non-refundable except as expressly set forth herein.
You agree to provide current, complete, and accurate billing and payment information and to promptly update such information if it changes. If your payment method fails or your account is past due, we may suspend or terminate your access to the Service. We may also engage a third-party collections agency to recover unpaid amounts.
4.3 Taxes
All fees are exclusive of taxes, levies, or duties imposed by taxing authorities. You are responsible for paying all such taxes, excluding only taxes based on Ledgers' net income. If we are required to collect or pay taxes for which you are responsible, you will be invoiced for such taxes, and you agree to pay them promptly.
4.4 Refunds
Except as required by applicable law, all fees are non-refundable. In our sole discretion, we may provide refunds, credits, or other consideration on a case-by-case basis. Any such provision does not entitle you to similar treatment in the future.
5. Free Trials and Plan Changes
5.1 Free Trials
We may offer free trials of certain Subscription plans. Free trials are intended for evaluation purposes only and are subject to any limitations or conditions specified at the time of enrollment. At the end of the free trial period, your Account will automatically convert to a paid Subscription at the then-current rate unless you cancel before the trial expires. We reserve the right to limit free trials to one per Customer.
5.2 Upgrades and Downgrades
You may upgrade or downgrade your Subscription plan at any time through your Account settings. Upgrades take effect immediately, and you will be charged a prorated amount for the remainder of your current billing period. Downgrades take effect at the end of your current billing period. When downgrading, you may lose access to certain features, and any Customer Data associated with those features may become inaccessible.
6. Acceptable Use Policy
You agree to use the Service only for lawful purposes and in accordance with these Terms. You shall not, and shall not permit any Authorized User or third party to:
- Use the Service in violation of any applicable law, regulation, or third-party right, including privacy, publicity, and intellectual property rights;
- Use the Service to transmit, distribute, or store material that is defamatory, obscene, threatening, abusive, or otherwise objectionable;
- Attempt to gain unauthorized access to the Service, other accounts, computer systems, or networks connected to the Service;
- Interfere with or disrupt the integrity or performance of the Service or the data contained therein;
- Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, algorithms, or underlying structure of the Service;
- Copy, modify, or create derivative works based on the Service or any part thereof;
- Use the Service to develop a competing product or service;
- Use any robot, spider, scraper, or other automated means to access the Service for any purpose without our express written permission;
- Remove, obscure, or alter any proprietary notices or labels on the Service;
- Share your Account credentials with any unauthorized third party or allow multiple individuals to use the Service under a single Account unless expressly permitted by your Subscription plan;
- Use the Service to send unsolicited commercial communications (spam) or for any fraudulent purpose;
- Circumvent any usage limits, access controls, or security features of the Service.
We reserve the right to investigate and take appropriate legal action against anyone who violates this Section, including terminating the offender's Account and reporting such conduct to law enforcement authorities.
7. Intellectual Property
7.1 Ledgers' Intellectual Property
The Service, including all software, code, algorithms, interfaces, designs, text, graphics, logos, icons, images, audio clips, data compilations, and the overall "look and feel" of the Service, is owned by Ledgers Technology, Inc. and is protected by copyright, trademark, patent, trade secret, and other intellectual property laws. All rights not expressly granted to you in these Terms are reserved by Ledgers Technology, Inc.
All intellectual property rights in and to the Service are and shall remain the exclusive property of Ledgers Technology, Inc. All rights are reserved. Nothing in these Terms grants you any ownership interest in the Service or any Intellectual Property Rights therein. You receive only the limited license rights expressly granted below, and no rights are granted by implication, estoppel, or otherwise.
7.2 Limited License Grant
Subject to your compliance with these Terms, Ledgers grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service solely for your internal business purposes during the term of your Subscription. This license does not include any right to: (a) modify, adapt, or create derivative works of the Service; (b) sublicense, resell, lease, or otherwise transfer rights to the Service; (c) use the Service to provide services to third parties (unless expressly permitted by your Subscription); or (d) use the Service in any manner not expressly authorized by these Terms.
7.3 Trademarks
"Ledgers," the Ledgers logo, and other Ledgers trademarks, service marks, graphics, and logos used in connection with the Service are trademarks or registered trademarks of Ledgers Technology, Inc. Other trademarks, service marks, graphics, and logos used in connection with the Service may be the trademarks of their respective owners. You are granted no right or license with respect to any such trademarks.
7.4 Feedback
If you provide us with any feedback, suggestions, ideas, or recommendations regarding the Service ("Feedback"), you hereby assign to Ledgers all right, title, and interest in and to such Feedback, and you agree that Ledgers is free to use, disclose, reproduce, license, and otherwise distribute the Feedback without any obligation or compensation to you.
8. Customer Data and License
8.1 Ownership of Customer Data
As between you and Ledgers, you retain all ownership rights in and to your Customer Data. These Terms do not grant Ledgers any ownership interest in your Customer Data.
8.2 License to Customer Data
You grant Ledgers a worldwide, non-exclusive, royalty-free license to host, store, process, transfer, display, and use your Customer Data solely to the extent necessary to: (a) provide, maintain, and improve the Service; (b) provide customer support and technical assistance; and (c) comply with applicable law or valid legal process.
8.3 Customer Representations
You represent and warrant that: (a) you own or have obtained all necessary rights, licenses, and consents to upload, transmit, and use your Customer Data with the Service; (b) your Customer Data does not infringe, misappropriate, or violate any third-party rights; and (c) your use of the Service and your Customer Data complies with all applicable laws and regulations.
8.4 Data Export and Portability
You may export your Customer Data from the Service at any time using the export functionality provided in your Account settings. Upon termination of your Subscription, you may request an export of your Customer Data within thirty (30) days, after which we may delete your Customer Data in accordance with our data retention policies.
9. Confidentiality
Each party agrees to hold in confidence and not disclose to third parties the other party's Confidential Information, except as expressly permitted under these Terms. "Confidential Information" means any non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure.
10. Third-Party Services and Integrations
The Service may integrate with or allow you to connect to Third-Party Services. Your use of any Third-Party Service is subject to that provider's terms of service and privacy policy, which you should review carefully.
11. Service Availability and Modifications
Ledgers does not guarantee uninterrupted access to the Service. We may modify, suspend, or discontinue any part of the Service at any time without liability.
12. Disclaimers
The Service is provided on an “as is” and “as available” basis, without warranties of any kind, express or implied.
13. Limitation of Liability
To the maximum extent permitted by law, Ledgers shall not be liable for any indirect, incidental, or consequential damages arising from your use of the Service.
14. Indemnification
You agree to indemnify, defend, and hold harmless Ledgers Technology, Inc., its affiliates, officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys’ fees) arising out of or in any way connected with:
- Your access to or use of the Service
- Your violation of these Terms
- Your violation of any applicable law or regulation
- Any content, data, or information you submit, transmit, or make available through the Service
We reserve the right, at your expense, to assume the exclusive defense and control of any matter subject to indemnification, and you agree to cooperate with our defense of such claims.
15. Termination
We may suspend or terminate your access to the Service at any time, with or without notice, if we believe you have violated these Terms or if your use of the Service poses a risk to Ledgers, other users, or third parties.
You may terminate your account at any time by discontinuing use of the Service or by contacting us. Upon termination, your right to access and use the Service will immediately cease.
Any provisions of these Terms that by their nature should survive termination shall survive, including ownership provisions, disclaimers, limitations of liability, and indemnification obligations.
16. Governing Law and Jurisdiction
These Terms shall be governed by and construed in accordance with the laws of the State of New York, United States, without regard to its demonstrated conflict of law principles.
Any legal action or proceeding arising out of or relating to these Terms or the Service shall be brought exclusively in the courts located in New York, and you consent to the personal jurisdiction of such courts.
17. Changes to Terms
We may modify these Terms from time to time to reflect changes in our services, legal requirements, or business practices. When we do, we will update the “Last updated” date at the top of this page.
Your continued use of the Service after any changes become effective constitutes your acceptance of the revised Terms. If you do not agree to the updated Terms, you must stop using the Service.
18. General Provisions
Notices. Notices to you may be made via email to the address associated with your Account or by posting within the Service. Notices to Ledgers must be sent to hello@getledgers.com.
19. Contact Information
If you have any questions about these Terms of Service, please contact us:
Ledgers Technology, Inc.
Email: hello@getledgers.com
Address: New York, USA