Terms of Service

1.Who we are

LedgerSync Inc. is a Delaware corporation headquartered in Los Angeles, California.

The Services are provided by LedgerSync Inc., a Delaware corporation with its principal place of business at 12853 Tiara St, Valley Village, California 91607 ("LedgerSync," "we," "us" or "our"). The Services were previously operated by BP Analytics, Inc., a California corporation. References in prior agreements, notices or materials to BP Analytics, Inc. as the provider of the Services refer to LedgerSync as its successor.

Nothing in these Terms creates an employment, agency (except the limited agency described in Section 8), partnership or joint venture relationship between you and LedgerSync.

2.Definitions

"Services"

The LedgerSync website at ledgersync.com and its subdomains, the LedgerSync web application, the LedgerSync client mobile application, the LedgerSync application programming interface (the "API"), the LedgerSync AI connector, and all related features, software, documentation, updates and support, including bank data fetching, statement and check image retrieval, the rules engine, reconciliation and close tools, OCR, transaction clarification and integrations.

"Customer" or "you"

The accounting firm, bookkeeping firm, business or other organization that registers for or subscribes to the Services, and, where the context requires, the individual accepting these Terms on its behalf. A Customer that is an accounting or bookkeeping firm is also called a "Firm."

"Authorized User"

An employee, contractor or other individual whom you permit to access the Services under your account.

"End Client"

A client of a Firm whose financial accounts, documents or data are connected to or processed through the Services at the Firm's request, including an End Client who uses the LedgerSync mobile app or an invitation link to connect accounts or upload documents.

"Account Data"

Information retrieved from financial institutions, including balances, transactions, statements, check images, account and routing details and related metadata.

"Customer Data"

All data and content submitted to, retrieved through or generated by the Services for you or your End Clients, including Account Data, uploaded documents, accounting records and Outputs, but excluding Usage Data.

"Data Providers"

Third parties that provide financial data connectivity, including Mastercard Open Banking (Finicity, a Mastercard company) and MX Technologies, Inc., and their successors and replacements.

"AI Providers"

Third-party providers of artificial intelligence and machine learning models and services, including Anthropic (Claude), OpenAI (ChatGPT and OpenAI API models), Google (Gemini) and others we may use from time to time.

"Outputs"

Content generated by the Services using automated or AI features, including categorizations, matches, extracted data, summaries, suggested entries and responses.

"Usage Data"

Technical and usage information about how the Services are accessed and perform, including logs, device and browser data, and de-identified or aggregated data derived from Customer Data that does not identify you, any End Client or any individual.

3.Eligibility and authority

The Services are for businesses and professionals, and you must be an adult with authority to agree.

The Services are intended for business and professional use. By using the Services, you represent that:

• you are at least 18 years old and able to form a binding contract;
• if you accept these Terms on behalf of an organization, you have authority to bind it, and "you" refers to that organization;
• you are not located in, organized under the laws of, or ordinarily resident in a country or region subject to comprehensive U.S. sanctions, and you are not on any U.S. government restricted-party list; and
• your use of the Services complies with all laws, regulations and professional standards that apply to you.

End Clients may use the client-facing features of the Services only at the invitation of a Firm and subject to the parts of these Terms that apply to them, including Sections 7, 8, 10, 11, 15 and Parts VI through VIII.

4.Changes to these Terms

We may update these Terms. We will give advance notice of material changes.

We may modify these Terms from time to time. We will post the updated Terms on this page and update the "Last updated" date. If a change is material, we will give you at least 30 days' notice by email, in-app notice or another reasonable method before it takes effect, unless the change is required by law or addresses a security or legal risk, in which case it may take effect sooner. Changes do not apply retroactively and do not apply to disputes of which we had actual notice before the change. By continuing to use the Services after a change takes effect, you accept it. If you do not agree, you must stop using the Services and may cancel as described in Section 24.

From time to time we may provide additional terms for specific features, promotions or programs ("Additional Terms"). Additional Terms are incorporated into these Terms and control for the specific feature to the extent of any conflict.

5.Accounts and security

Keep your login secure. You are responsible for activity under your account.

You must provide accurate, current and complete registration and billing information and keep it up to date. You are responsible for all activity under your account and by your Authorized Users, and for ensuring they comply with these Terms. You must keep credentials confidential, use strong passwords, enable multi-factor authentication where offered, and not share accounts between individuals.

Notify us promptly at support@ledgersync.com if you suspect unauthorized access to your account, credentials or Customer Data. If you enable single sign-on or access the Services through a third-party service, you are responsible for the security of that service.

6.The Services

LedgerSync is a software tool. It does not provide accounting, tax, legal or financial advice.

Subject to these Terms and payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right during your subscription to access and use the Services for your internal business purposes and, if you are a Firm, to provide services to your End Clients.

Not professional advice

LedgerSync is not a certified public accountant firm, tax preparer, financial advisor, broker, bank or law firm, and the Services do not provide accounting, audit, tax, legal, investment or financial advice. The Services do not perform an audit, review or compilation of financial statements and do not provide assurance of any kind. You remain solely responsible for your professional judgment, your books and records, your filings and your work product, including any work you provide to End Clients.

Preview and beta features

We may offer features identified as beta, preview, early access or similar ("Preview Features"). Preview Features are optional, may be changed or discontinued at any time, may not be supported, and are provided "as is" without any warranty, service level or indemnity. You may not be able to revert to a prior version or restore data created in a Preview Feature.

Changes to the Services

We may update, modify or discontinue features of the Services. If we discontinue a material feature of a paid subscription without a reasonably equivalent replacement, we will notify you in advance where practicable and, if you cancel as a result, refund any prepaid fees for the unused portion of your subscription term.

7.Connecting financial accounts

We use Mastercard and MX, among other methods, to connect to banks. Their terms also apply when you connect through them.

The Services retrieve Account Data from financial institutions using one or more connection methods, including:

• Mastercard Open Banking (Finicity, a Mastercard company);
• MX Technologies, Inc.;
• direct or API-based connections made available by financial institutions; and
• LedgerSync's own connection technology, including for retrieval of statements and check images where a Data Provider does not support them.

We decide in our discretion which Data Provider or method to use for a given institution or account, and we may route, switch or use more than one Data Provider for the same account, for example to improve coverage, reliability, statement or check image availability, or data validation. We may add, replace or remove Data Providers at any time.

When you or an End Client connect an account, the credentials and authorization flow may be handled directly by a Data Provider or the financial institution (for example, through a secure connection window or an OAuth sign-in at the institution). Data Providers may require acceptance of their own end-user terms and privacy notices, and their practices are governed by those documents. You agree, and will ensure your End Clients agree, to comply with any Data Provider terms presented during the connection process. Data Providers are not parties to these Terms, and LedgerSync is not responsible for their acts or omissions except as expressly stated in a Separate Agreement.

Use of the Services to access consumer financial data is subject to applicable laws and rules, including the Gramm-Leach-Bliley Act and any rules issued under Section 1033 of the Dodd-Frank Act as and when in effect. Where those rules require specific authorizations, disclosures, limitations on use or revocation methods, we may update the connection process and these Terms to comply, and the requirements in effect at the time will apply.

8.Authorization and limited agency

You authorize LedgerSync and its Data Providers to retrieve data from your accounts on your behalf.

By connecting an account, you, and each End Client who connects an account, expressly authorize LedgerSync and its Data Providers to access the connected accounts, retrieve Account Data on a recurring and on-demand basis, and store and process that data to provide the Services. For this limited purpose, you appoint LedgerSync and its Data Providers as your agent and attorney-in-fact, with full power and authority to access third-party financial institution sites and systems, retrieve and use your information, and do everything reasonably necessary in connection with those activities, as you could do in person. When doing so, LedgerSync and its Data Providers act as your agent, and not as the agent of or on behalf of any financial institution.

You represent that you are the owner of, or have authority to access and authorize retrieval from, each account you connect. Financial institutions do not sponsor or endorse the Services. You may revoke this authorization at any time by disconnecting the account in the Services, deleting the End Client or account, or contacting support@ledgersync.com. Revocation stops future retrieval and does not affect retrieval that occurred before it.

9.Firm responsibilities for End Clients

If you are a Firm, you are responsible for getting your clients' consent and protecting their data under the rules that apply to you.

If you are a Firm, you represent, warrant and agree that:

• you have obtained, and will maintain, all consents, authorizations and engagement terms from each End Client needed to connect their accounts, retrieve and process their data through the Services, transmit it to AI Providers and integrations as described in these Terms, and allow LedgerSync to act as your service provider;
• you have provided End Clients with any notices required by law or professional standards, including notice that their data will be processed by LedgerSync, its Data Providers and its AI Providers;
• you will comply with laws and standards that apply to you as a financial services provider or tax professional, which may include the Gramm-Leach-Bliley Act, the FTC Standards for Safeguarding Customer Information (16 C.F.R. Part 314), IRS requirements for tax professionals, state privacy and breach-notification laws, and applicable professional codes of conduct;
• you will promptly honor an End Client's request to revoke access, disconnect accounts or delete data, using the tools in the Services or by contacting us;
• you are responsible for keeping your own copies of End Client records for as long as law or professional standards require, and you understand that deleting an End Client or cancelling permanently deletes their data from the Services (Section 28); and
• you will not invite or connect accounts for any person who has not authorized you to do so.

As between LedgerSync and the Firm, the Firm is responsible for its relationship with each End Client. LedgerSync processes End Client data on the Firm's behalf and does not charge End Clients for client-facing features unless separately agreed.

10.Accuracy and availability of data

Bank data can be late, incomplete or wrong, and connections can break for reasons outside our control. Always verify.

Account Data comes from financial institutions and Data Providers. We do not review Account Data for accuracy and do not guarantee that it is complete, current, accurate or available at any particular time. Account Data is only as current as the last successful retrieval. Financial institutions and Data Providers may change their systems, require additional authentication, migrate connection methods, limit the history or document types available, or experience outages, any of which may delay, interrupt or prevent retrieval, or require you or your End Clients to reconnect or re-authenticate.

You are responsible for reviewing Account Data, statements, check images, reconciliations and Outputs against source records before relying on them, posting entries, filing returns, issuing reports or advising End Clients. LedgerSync is not responsible for losses arising from inaccurate, incomplete, delayed or unavailable Account Data, except to the extent caused by our breach of these Terms, and subject to Part VI.

11.Artificial intelligence

LedgerSync sends data to third-party AI services, including Claude, ChatGPT and Gemini, to power features. AI can make mistakes, so review Outputs before relying on them.

How we use AI Providers

The Services use AI Providers, including Anthropic (Claude), OpenAI (ChatGPT and OpenAI API models), Google (Gemini) and other AI tools we may adopt, to process Customer Data. Uses include categorizing and matching transactions, reconciliation, extracting data from statements, check images, receipts and other documents (OCR), detecting anomalies, generating summaries and suggested entries, answering questions in the Services, assisting with customer support and powering automated agents. To perform these functions, Customer Data, which may include Account Data, documents, images and personal information of you and your End Clients, is transmitted to and processed by AI Providers.

By using the Services, you consent, and as a Firm you represent that you have obtained End Client consent where required, to this transmission and processing.

Protections

LedgerSync accesses AI Providers solely through their commercial API services and does not use consumer AI accounts to process Customer Data. Under those API terms, as of the date of these Terms, the AI Provider may not use Customer Data submitted through the Services to train its models. AI Providers may retain inputs and outputs for a limited period for security, abuse monitoring or legal compliance as described in their terms. We limit the Customer Data sent to AI Providers to what is reasonably necessary for the requested function. LedgerSync does not use Customer Data that identifies you or your End Clients to train models that are made available to other customers, except in de-identified or aggregated form as permitted by Section 13.

Outputs

AI technology is probabilistic and evolving. Outputs may be inaccurate, incomplete, inconsistent or inappropriate for your situation, and similar Outputs may be generated for other customers. Outputs are not professional advice. You are solely responsible for reviewing, verifying and approving Outputs, including any suggested categorization, match, journal entry, sync or communication, before relying on or acting on them. Automated agents within the Services act only within the permissions you configure, and you are responsible for the actions you authorize them to take. As between you and LedgerSync, and to the extent permitted by law, you own Outputs generated from your Customer Data.

Your own AI tools

If you connect the Services to an AI assistant or agent you choose, such as Claude, ChatGPT or another tool, including through the LedgerSync AI connector or the API, you direct us to make Customer Data available to that tool. Your use of that tool is governed by your agreement with its provider, and LedgerSync is not responsible for how that provider processes data you share with it. You are responsible for configuring the tool's access and permissions appropriately.

Restrictions

You may not use the Services or Outputs to build or train a competing product, to extract model weights or system prompts, to generate unlawful, deceptive or infringing content, or in violation of the usage policies of the AI Providers that apply to the feature you are using.

12.Accounting and storage integrations

When you connect QuickBooks, Accounting CS, Zoho Books, Google Drive or similar tools, you tell us to send and receive data with them.

The Services integrate with third-party products such as QuickBooks Online, QuickBooks Desktop, Thomson Reuters Accounting CS, Zoho Books and cloud storage services such as Google Drive ("Integrations"). When you enable an Integration, you authorize LedgerSync to access, read and write data in that product as needed to perform the functions you select, including posting transactions, attaching documents, creating records and depositing files on a schedule. You are responsible for the configuration of each Integration, the rules and mappings you set, and reviewing entries synced to your accounting software.

Integrations are provided by third parties under their own terms and privacy policies. We do not control them, and changes to them may affect the Services. LedgerSync is not responsible for Integration outages, changes, or data loss within a third-party product.

13.Customer Data

Your data is yours. We use it to run the Services and do not sell it.

As between you and LedgerSync, you own Customer Data. You grant LedgerSync and its service providers, Data Providers and AI Providers a worldwide, non-exclusive, royalty-free license to host, copy, transmit, process, display and modify Customer Data only as needed to provide, maintain, secure and support the Services, to prevent fraud and abuse, and to comply with law. This license ends when Customer Data is deleted under Section 28, except for backup copies retained as described there.

You are responsible for the accuracy, quality and legality of Customer Data you submit and for having the rights to submit it. LedgerSync does not sell Customer Data.

We may collect and use Usage Data to operate, analyze, improve and develop our products, including to improve connection routing, data quality, matching and AI features, provided that Usage Data derived from Customer Data is de-identified or aggregated so that it does not identify you, any End Client or any individual, and we will not attempt to re-identify it.

14.Privacy and security

Our Privacy Policy explains how we handle personal information. We protect your data with reasonable safeguards.

Our collection and use of personal information is described in our Privacy Policy. We maintain a written information security program with administrative, technical and physical safeguards designed to protect Customer Data, including encryption of data in transit and at rest, access controls and monitoring. If we confirm unauthorized access to Customer Data in our systems, we will notify you without undue delay and in accordance with applicable law, and will reasonably cooperate with your own notification obligations. A data processing addendum is available on request for Customers who need one.

No method of transmission or storage is completely secure, and we cannot guarantee absolute security. You are responsible for securing your own systems, devices and accounts used to access the Services.

15.Acceptable use

Use LedgerSync lawfully and only for its intended purpose.

You will not, and will not allow anyone to:

• use the Services in violation of any law, regulation or third-party right, or to access accounts or data you are not authorized to access;
• connect accounts or upload data belonging to anyone who has not authorized you to do so;
• use the Services for fraud, money laundering, identity theft, unlawful lending decisions, or any purpose regulated as a consumer reporting agency under the Fair Credit Reporting Act;
• copy, frame, resell, sublicense, rent or provide the Services to third parties other than as permitted for Firms serving End Clients;
• reverse engineer, decompile or disassemble the Services, except to the extent this restriction is prohibited by law;
• scrape, crawl or use automated means to access the Services, other than through the API in accordance with its documentation;
• probe, scan or test the vulnerability of the Services, or circumvent security, authentication, rate limits or usage restrictions;
• upload or transmit malware or interfere with the integrity or performance of the Services;
• use the Services or Outputs to develop a competing product, or to train artificial intelligence or machine learning models without our written consent;
• impersonate any person or misrepresent your affiliation; or
• send spam or unsolicited communications through the Services.

We may monitor use of the Services to operate them, ensure compliance, and protect our systems and customers, and we may investigate and cooperate with law enforcement regarding violations.

16.API terms

API customers have extra responsibilities for keys, end users and deletion.

If you use the API, you must keep API keys confidential, use the API only as described in our documentation, comply with rate limits, and not misrepresent the source of data. You are responsible for your applications and your end users, including obtaining their consent and providing required disclosures. Use of the API may be subject to a Separate Agreement. API customers may delete end users, connections and associated data in production using the API's delete methods, subject to Section 28. We may change or deprecate API versions with reasonable advance notice, except where changes are needed for security or legal compliance.

17.Intellectual property

We own LedgerSync and its technology. These Terms only give you the right to use it.

LedgerSync and its licensors own all right, title and interest in and to the Services, including software, algorithms, connection and routing logic, models, prompts, designs, documentation, the LedgerSync name and logos, and all related intellectual property rights. Except for the limited rights expressly granted in these Terms, no rights are granted to you, and all other rights are reserved. You may not remove proprietary notices or use our trademarks without our prior written consent.

We respect intellectual property rights. If you believe content on the Services infringes your copyright, send a notice meeting the requirements of the Digital Millennium Copyright Act to info@ledgersync.com. We may terminate accounts of repeat infringers.

18.Feedback

If you provide suggestions, ideas or feedback about the Services, you grant LedgerSync a perpetual, irrevocable, worldwide, royalty-free, fully paid, transferable and sublicensable license to use them for any purpose without obligation to you. We will not publicly identify you as the source of feedback without your permission.

19.Communications and SMS

You agree to receive notices electronically. Texts are used for security codes and account alerts.

You consent to receive communications from us electronically, including by email, in-app messages and posting on the Services, and agree that electronic communications satisfy any legal requirement that they be in writing. You can withdraw consent to electronic communications only by closing your account.

If you provide a mobile number, you agree that LedgerSync and its service providers may send text messages for authentication codes, account and security alerts, connection or document requests and service notifications. Message frequency varies, and message and data rates may apply. Reply STOP to opt out of non-essential texts or HELP for help. We will not send marketing texts without your separate express consent. Alerts may be delayed or not delivered, and anyone with access to your device or email may be able to read them.

20.Third-party resources

The Services may contain links to or features from third-party websites, products or services, including Data Providers, AI Providers and Integrations. We do not control and are not responsible for their content, availability, terms or practices, and your use of them is at your own risk and subject to their terms.

21.Subscriptions

Paid plans are subscriptions billed in advance on a recurring basis.

Access to most Services requires a paid subscription ("Subscription"). Plans, features, usage limits (such as the number of End Clients, connections or users) and prices are described on our pricing page, in the Services at checkout, or in a Separate Agreement. Usage above your plan's limits may be billed at the then-current rates or may require an upgrade. Subscriptions are for business use and are personal to the Customer.

22.Free trials

If you start a free trial with a payment method, it turns into a paid Subscription unless you cancel before it ends.

We may offer a free trial, currently 30 days unless otherwise stated at sign-up. Some features may be unavailable during a trial. If you provide a payment method to start a trial, your trial will automatically convert to a paid Subscription at the end of the trial period, and your payment method will be charged the plan price shown at sign-up, unless you cancel before the trial ends. We will disclose the price, billing frequency and how to cancel before you start the trial, and will send any reminder notice required by applicable law. You can cancel a trial at any time in your account settings or by emailing support@ledgersync.com. We may limit trials to one per Customer and may modify or end trial offers at any time.

23.Fees, billing and taxes

You agree to pay all fees for your Subscription and any add-ons or usage. Fees are in U.S. dollars and are billed in advance for each billing period, unless otherwise stated. You authorize us and our payment processors to charge your payment method on file for all amounts due, including recurring charges. You represent that you are authorized to use each payment method you provide. If your payment information changes, you must update it; we may also use updated information provided by your card network or bank.

Fees exclude taxes. You are responsible for all sales, use, value-added and similar taxes, other than taxes on our net income. If a payment fails, we may retry the charge, suspend the Services after notice, and charge late amounts interest at the lesser of 1.5% per month or the maximum allowed by law. You must raise any billing dispute within 60 days of the charge.

Except as stated in these Terms or required by law, fees are non-refundable, and we do not provide refunds or credits for partial periods, unused features or downgrades.

24.Automatic renewal and cancellation

Subscriptions renew automatically. You can cancel anytime, and cancellation takes effect at the end of the current period.

Your Subscription automatically renews at the end of each billing period (monthly or annually, as selected) for the same period at the then-current price, and your payment method will be charged at each renewal, until you cancel. You may cancel at any time, online in your account settings or by emailing support@ledgersync.com with the subject line "Cancel Account." Cancellation takes effect at the end of the current billing period, and you will keep access until then. When cancellation takes effect, all Customer Data is permanently deleted and all bank connections are removed from LedgerSync and its Data Providers, as described in Section 28. Download any data you want to keep before then.

For annual Subscriptions, we will send a reminder before renewal as required by applicable law, including the California Automatic Renewal Law. We will confirm cancellation by email. If you are a California customer, you may also cancel by any method permitted by California law.

25.Price changes

We may change Subscription prices. We will give you at least 30 days' notice before a price increase takes effect, and the new price will apply starting with your next renewal after the notice period. If you do not agree, you may cancel before the change takes effect. Prices in a Separate Agreement apply for the term stated in it.

26.Termination by you

These Terms apply from your first use of the Services until terminated. You may stop using the Services and cancel your account at any time as described in Section 24. Removing the mobile app from a device does not cancel your Subscription or delete your data. Before cancelling, you must download any Customer Data you wish to keep; see Section 28.

27.Suspension and termination by us

We may suspend or terminate your access to all or part of the Services immediately, with notice where practicable, if: you breach these Terms or fail to pay fees when due; your use poses a security, legal or operational risk to us, our Data Providers, AI Providers or other customers; a Data Provider, financial institution or law requires it; or we reasonably suspect fraud or unauthorized access. We may also terminate these Terms for convenience on 30 days' written notice, in which case we will refund prepaid fees for the unused portion of your Subscription term. Suspension or termination does not relieve you of fees accrued before it.

28.Your data on cancellation and deletion

Download your data before you cancel. Cancelling, or deleting a client, permanently deletes the data and removes the bank connections. LedgerSync keeps nothing for you afterward.

You are responsible for your data

You are solely responsible for maintaining your own copies of Customer Data, including statements, check images, transactions, reports and documents, and for meeting any record-retention obligations that apply to you or your End Clients under law, IRS rules or professional standards. The Services are not an archive or record-retention system. You must download all Customer Data you wish to keep before you cancel your Subscription or delete an End Client, account or connection.

What happens when you cancel

When cancellation of your Subscription takes effect, LedgerSync will delete all Customer Data associated with your account, and all of your and your End Clients' financial institution connections will be disconnected and removed from LedgerSync and from all Data Providers, including Mastercard and MX. By cancelling, you acknowledge and agree that: (a) you forfeit any right to access, export or retrieve Customer Data through the Services, including historical statements, check images and transactions; (b) historical data that depended on an active connection may not be retrievable again even if you later re-subscribe and reconnect, because financial institutions limit how much history they provide; and (c) LedgerSync has no obligation to retain, store, return or restore any Customer Data after cancellation.

Deleting an End Client, account or connection

The same applies when you delete an End Client, a financial account or a connection at any time, whether or not you cancel your Subscription. Deletion permanently removes the related Customer Data from the Services and disconnects the related connections from LedgerSync and all Data Providers. Deletion cannot be undone, and LedgerSync has no retention responsibility for deleted data. API customers who delete end users or connections through the API are subject to this same rule.

Backups

Copies of deleted Customer Data may remain in encrypted backup archives until they are overwritten in the ordinary course of our backup cycle. Backups exist solely for LedgerSync's disaster recovery. LedgerSync does not guarantee that any data can be recovered from backups, is not obligated to search or restore backups at your request, and if it chooses to attempt a restoration, may charge a fee and provide the data "as is." Stored financial institution credentials and connection tokens are deleted when a connection is removed and are never kept in backups.

Termination by LedgerSync

If LedgerSync terminates your account under Section 27, this Section 28 applies in the same way. For a termination for convenience, we will give you the 30 days' notice described in Section 27 so you can download your data first.

LedgerSync may retain limited data where required by law, to resolve disputes or to enforce these Terms, and may retain Usage Data as permitted by Section 13. Any such retention does not create an obligation to provide that data to you.

Survival

Sections 2, 8 (as to retrieval before termination), 9, 10, 11 (Outputs and restrictions), 13, 17, 18, 23 (as to amounts owed), 28 and Parts VI through VIII survive termination.

29.Disclaimer of warranties

We provide the Services as they are, without promises beyond those written in these Terms.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES, ACCOUNT DATA, OUTPUTS AND ALL CONTENT ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY AND QUIET ENJOYMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. LEDGERSYNC DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, SECURE OR ERROR-FREE, THAT ANY FINANCIAL INSTITUTION WILL BE SUPPORTED OR REMAIN CONNECTED, THAT ACCOUNT DATA OR OUTPUTS WILL BE ACCURATE, COMPLETE OR TIMELY, OR THAT DEFECTS WILL BE CORRECTED. LEDGERSYNC IS NOT RESPONSIBLE FOR THE ACTS OR OMISSIONS OF FINANCIAL INSTITUTIONS, DATA PROVIDERS, AI PROVIDERS OR INTEGRATIONS.

Some jurisdictions do not allow the exclusion of certain warranties, so some of these exclusions may not apply to you. If the exclusion of implied warranties does not apply to you, any implied warranties are limited to sixty (60) days from the date you first purchased or received access to the Services, whichever is sooner.

30.Limitation of liability

LedgerSync's liability to you is limited. Our total liability is capped at the greater of $100 or the fees you paid us in the 6 months before the breach.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL LEDGERSYNC, ITS AFFILIATES, OR THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, DATA PROVIDERS OR SUPPLIERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, BUSINESS OPPORTUNITY OR DATA, COST OF SUBSTITUTE SERVICES, TAX PENALTIES OR INTEREST, OR PROFESSIONAL LIABILITY TO YOUR CLIENTS, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THEIR POSSIBILITY. THE TOTAL AGGREGATE LIABILITY OF LEDGERSYNC AND ITS THIRD-PARTY PROVIDERS, LICENSORS, DATA PROVIDERS AND SUPPLIERS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES IS LIMITED TO THE GREATER OF: (A) THE FEES YOU PAID TO LEDGERSYNC TO USE THE SERVICES IN THE SIX (6) MONTHS BEFORE THE BREACH; OR (B) ONE HUNDRED U.S. DOLLARS (US $100). THESE TERMS SET FORTH YOUR EXCLUSIVE REMEDY WITH RESPECT TO THE SERVICES AND THEIR USE.

These limitations apply even if a remedy fails of its essential purpose, and they reflect an allocation of risk that is an essential basis of the bargain between you and LedgerSync. They do not limit liability that cannot be limited under applicable law, such as liability for fraud, gross negligence or willful misconduct where such a limit is prohibited.

31.Indemnification

If your misuse or your clients' claims cause us harm, you cover the cost.

You will defend, indemnify and hold harmless LedgerSync and its affiliates, officers, directors, employees, agents, licensors and suppliers from and against any third-party claims, demands, losses, liabilities, damages, fines, costs and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) your or your Authorized Users' use of the Services or breach of these Terms; (b) Customer Data, including any claim that you lacked rights or consents to submit or process it; (c) claims by your End Clients relating to your services, advice or work product, or your failure to obtain authorization; (d) your violation of law or third-party rights; or (e) your use of Outputs or third-party AI tools you connect. We may assume the exclusive defense of any claim at our own expense, and you will cooperate. You may not settle a claim that imposes obligations on LedgerSync without our written consent.

32.Informal resolution first

Before starting arbitration or a small-claims action, the party raising a dispute must send a written notice ("Notice of Dispute") describing the nature and basis of the claim, the relief sought, and the sender's name, mailing address and email. Notices to LedgerSync must be sent by email to info@ledgersync.com with the subject line "Notice of Dispute" and by certified mail to LedgerSync Inc., Attn: Legal, at the mailing address listed in Section 42. Notices to you will be sent to the email and address on your account. Within 60 days after a Notice of Dispute is received, the parties will meet by telephone or videoconference in a good-faith effort to resolve it. All limitations periods and filing deadlines are tolled during this process. Neither party may start an arbitration until this process has been completed.

33.Binding arbitration

Except as provided in Section 36, you and LedgerSync agree that any dispute, claim or controversy arising out of or relating to these Terms, the Privacy Policy, the Services, or any aspect of the relationship between you and LedgerSync, whether based in contract, tort, statute or otherwise, and including disputes about the existence, scope or validity of these Terms ("Disputes"), will be resolved by final and binding individual arbitration. The Federal Arbitration Act governs the interpretation and enforcement of this agreement to arbitrate.

Arbitration will be administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules, or its Consumer Arbitration Rules if those rules apply to the Dispute, as modified by these Terms. The AAA's rules are available at www.adr.org. A single arbitrator will decide the Dispute and may award any individual relief available in court, but only to the extent necessary to provide relief on the claimant's individual claim. Unless the parties agree otherwise, the arbitration will be held by videoconference or, if in person, in Los Angeles County, California. The arbitrator will issue a reasoned written decision. Judgment on the award may be entered in the courts described in Section 39, and the award may then be enforced in any court of competent jurisdiction. Payment of filing, administration and arbitrator fees is governed by the AAA's rules, except that for a claim by an individual consumer, LedgerSync will pay any fees the AAA rules require a business to pay. Questions about whether a Dispute is subject to arbitration, and the enforceability of Sections 34 and 35, are for a court to decide.

34.Class action and jury waiver

YOU AND LEDGERSYNC EACH AGREE THAT DISPUTES WILL BE RESOLVED ONLY ON AN INDIVIDUAL BASIS, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, COLLECTIVE, CONSOLIDATED OR REPRESENTATIVE PROCEEDING. YOU AND LEDGERSYNC EACH WAIVE THE RIGHT TO A TRIAL BY JURY. Unless both parties agree in writing, the arbitrator may not consolidate the claims of more than one person or preside over any form of class or representative proceeding.

If a court decides that this Section 34 is unenforceable as to a particular claim or request for relief, that claim or request will be severed and decided by a court after all arbitrable claims are resolved, and the remainder of this Part will still apply.

35.Mass arbitration

If 25 or more similar Notices of Dispute or demands for arbitration are submitted against LedgerSync by or with the assistance of the same or coordinated counsel or organizations, the parties agree that: (a) the AAA's Mass Arbitration Supplementary Rules will apply; (b) the claims will be filed and administered in batches of no more than 25 claimants, with one arbitrator per batch where practicable; (c) the next batch will not be filed until the prior batch is resolved, unless the parties agree otherwise; and (d) statutes of limitations are tolled for claims awaiting filing. The parties will work in good faith to use bellwether proceedings and mediation to resolve the claims efficiently.

36.Exceptions

Either party may: (a) bring an individual claim in small claims court in Los Angeles County, California, if it qualifies, for as long as it remains there on an individual basis; (b) seek injunctive or other equitable relief in court to prevent the actual or threatened infringement, misappropriation or violation of intellectual property rights, confidentiality obligations or the security of the Services; and (c) to the extent required by applicable law, seek public injunctive relief in the courts described in Section 39, which will be stayed until the individual arbitrable claims are resolved.

37.30-day right to opt out

You may opt out of this agreement to arbitrate by emailing info@ledgersync.com with the subject line "Arbitration Opt-Out" within 30 days after you first accept these Terms. Your email must include your name, the account email address and a clear statement that you opt out. If you opt out, Disputes will be resolved in the courts described in Section 39, and the rest of these Terms will still apply. Opting out does not affect any other arbitration agreement you have with us.

38.Time limit to bring claims

To the extent permitted by law, any claim arising out of or relating to these Terms or the Services must be brought within one (1) year after it accrues, or it is permanently barred.

39.Governing law and venue

These Terms, the Services and any Dispute are governed exclusively by the laws of the State of California, without regard to its conflict-of-laws rules, and by the Federal Arbitration Act as to Part VII. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Any action or proceeding brought in any court, including any Dispute not subject to arbitration, any small claims action, any request for injunctive or public injunctive relief, and any action to compel, confirm, modify or vacate an arbitration award, must be brought exclusively in the state courts of California located in Los Angeles County or the United States District Court for the Central District of California. You and LedgerSync consent to the exclusive personal jurisdiction and venue of those courts and waive any objection based on inconvenient forum.

40.Export and sanctions

You will comply with all U.S. export control and economic sanctions laws. You will not use, export or make the Services available to any person or in any country or region subject to comprehensive U.S. sanctions, to any person on a U.S. government restricted-party list, or for any prohibited end use.

41.General

Entire agreement

These Terms, the Privacy Policy, any Additional Terms and any Separate Agreement are the entire agreement between you and LedgerSync regarding the Services and supersede all prior agreements, proposals and understandings, including any prior version of these Terms. Terms in any purchase order or other document you provide do not apply.

Assignment

You may not assign or transfer these Terms without our prior written consent. LedgerSync may assign these Terms, without consent, to an affiliate or in connection with a merger, acquisition, reorganization or sale of all or substantially all of its assets. Any prohibited assignment is void.

Force majeure

Neither party is liable for delays or failures in performance, other than payment obligations, caused by events beyond its reasonable control, including natural disasters, acts of government, war, terrorism, labor disputes, internet or utility failures, cyberattacks, and outages or changes at financial institutions, Data Providers, AI Providers or hosting providers.

No waiver; severability

Our failure to enforce any provision is not a waiver. Any waiver must be in writing and signed by an authorized LedgerSync officer. If any provision is held unenforceable, it will be enforced to the maximum extent permissible and the remaining provisions will remain in full force and effect.

Notices

We may give notices to the email address on your account or within the Services. Legal notices to LedgerSync must be sent to info@ledgersync.com and, for Notices of Dispute, as described in Section 32.

Publicity

Unless you tell us otherwise in writing, we may identify you as a customer by name and logo in customer lists. We will not publish case studies or quotes without your approval.

U.S. government users

The Services are "commercial computer software" and "commercial computer software documentation" under FAR 12.212 and DFARS 227.7202, and government rights are limited to those in these Terms.

Language and headings

These Terms are written in U.S. English, which controls over any translation. Headings and the italic summaries at the start of sections are for convenience only and do not affect interpretation.

California notice

Under California Civil Code Section 1789.3, California users are entitled to the following notice: the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.

42.Contact us