1
The Agreement
These Terms of Service, together with any order form, plan, implementation, add-on, activation or payment terms provided for the Services, form a legal agreement between you and Ledgez LLC and its affiliates, if any (collectively, “Ledgez,” “we,” “our,” or “us”). They govern your use of the Ledgez online services, content, updates and new releases (collectively, the “Services”).
These Terms incorporate by reference our Privacy Policy, applicable third-party terms, and any additional terms provided separately for a particular Service. If an order form or additional terms expressly conflict with these Terms, those documents control for that Service.
2
Your right to use the Services
The Services are protected by copyright, trade secret and other intellectual property laws. Subject to these Terms and your applicable payment obligations, Ledgez grants you a personal, limited, non-exclusive, non-transferable and revocable right to use the Services for their intended business purposes. Ledgez reserves all rights not expressly granted to you.
You may not, and may not permit a third party to:
- provide access to, or any part of, the Services to an unauthorized third party;
- reproduce, modify, copy, reverse engineer, deconstruct, sell, trade or resell the Services except where applicable law prevents that restriction; or
- make the Services available through a file-sharing, application-hosting or similar service without Ledgez's written permission.
3
Payment, renewal and cancellation
For Services provided on a payment or subscription basis, the applicable plan, order and payment terms form part of these Terms. Unless stated otherwise in those terms, payments are billed in U.S. dollars when you subscribe and provide payment information.
You must provide a valid payment method accepted by Ledgez. If your payment or registration information is inaccurate, incomplete or no longer current, and you do not promptly update it, we may suspend or terminate your account. To avoid an interruption in service, Ledgez may use payment-account updater or recurring billing programs supported by your card provider and may continue billing the updated information received through those programs.
Monthly, quarterly or annual subscriptions renew automatically at the then-current rate unless they are cancelled or terminated under these Terms or the applicable plan terms. The subscription term, price, renewal terms and any applicable cancellation terms should be shown when you subscribe or on the order information provided to you. To request cancellation, contact info@ledgez.com from the account email address, identifying the company and subscription to be cancelled. Additional cancellation or renewal terms may be provided with the applicable Service.
4
Use with a mobile device
If you access the Services with a mobile device, you are responsible for the device, internet access, software, charges and the terms of your agreement with your mobile-device and telecommunications providers. To the maximum extent permitted by applicable law, Ledgez does not warrant the availability, security or uninterrupted operation of third-party telecommunications services or data transmission.
5
Personal information and your content
Our Privacy Policy explains how Ledgez uses and maintains personal information in connection with the Services. To the extent permitted by applicable law, Ledgez may use non-identifiable, aggregated information to improve the Services, conduct research or develop related services.
You are responsible for the materials you upload, post or store through the Services (“Content”), including ensuring you have the required rights, warnings, information and disclosures. You grant Ledgez a worldwide, royalty-free, non-exclusive license to host, process and use your Content only as needed to provide, maintain, secure and improve the Services and as otherwise described in the Privacy Policy.
You should keep your own appropriate copies of Content. Ledgez is not responsible for lost or unrecoverable Content, or for Content or data you submit through the Services, except where liability cannot be excluded under applicable law.
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Acceptable use and feedback
You may not use, or permit another person to use, the Services to upload, post, distribute, link to, publish, reproduce, engage in or transmit:
- illegal, fraudulent, defamatory, obscene, threatening, abusive, hateful, harassing or otherwise unlawful content or communications;
- Content that impersonates another person, misrepresents your identity or qualifications, or violates another person's privacy;
- unsolicited commercial communications, chain letters, pyramid schemes, spam or flooding, unless Ledgez expressly permits the activity in writing;
- viruses, trojan horses, worms or other disruptive or harmful software or data; or
- information, software or Content you do not have the legal right to use.
We may, but are not required to, monitor Content. We may disclose information as necessary to meet legal obligations, protect Ledgez or its customers, or operate the Services properly. In our discretion, we may refuse to post or remove Content that appears to violate these Terms or is otherwise unacceptable.
If you provide feedback, suggestions or ideas about the Services, you grant Ledgez a perpetual, worldwide, transferable, sublicensable, irrevocable, fully paid-up and royalty-free license to use that feedback for any purpose, including product improvements, marketing and future services.
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Additional terms
No professional advice
Unless expressly included with a Service, Ledgez does not provide legal, financial, accounting, tax, healthcare, real-estate or other professional advice. Consult a qualified professional when you need that assistance.
Other Services and communications
Ledgez may offer other products, services or promotions that are subject to additional fees and terms. We may send legally required, operational, account, security or Service-related communications by email or by posting them in the Services or on our website.
Account security and updates
You are responsible for securely managing your account credentials and for promptly notifying Ledgez if you become aware of unauthorized access. We may update the Services with tools, utilities, improvements, third-party applications or general updates. You agree to receive Service-related updates. If you provide a telephone number for multi-factor authentication, you agree that Ledgez may send security codes and account-security notices to that number.
8
Disclaimer of warranties
YOUR USE OF THE SERVICES, SOFTWARE AND CONTENT IS AT YOUR OWN RISK. EXCEPT AS EXPRESSLY DESCRIBED IN THESE TERMS, THE SERVICES ARE PROVIDED “AS IS.” TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LEDGEZ, ITS AFFILIATES AND ITS THIRD-PARTY PROVIDERS, LICENSORS, DISTRIBUTORS AND SUPPLIERS DISCLAIM ALL EXPRESS, IMPLIED AND STATUTORY WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, DATA LOSS, NON-INTERFERENCE, NON-INFRINGEMENT, ACCURACY, RELIABILITY AND QUALITY.
LEDGEZ DOES NOT WARRANT THAT THE SERVICES WILL BE SECURE, UNINTERRUPTED, ERROR-FREE, OR FREE FROM BUGS, VIRUSES, THEFT OR DESTRUCTION, OR THAT USE OF THE SERVICES WILL SATISFY OR ENSURE COMPLIANCE WITH LEGAL OBLIGATIONS, LAWS OR REGULATIONS. Where implied warranties cannot be excluded, they are limited to 30 days from the date of purchase or delivery of the Services, whichever is sooner, to the extent permitted by law.
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Limitation of liability and indemnity
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL LIABILITY OF LEDGEZ, ITS AFFILIATES AND SUPPLIERS FOR ALL CLAIMS RELATING TO THESE TERMS OR THE SERVICES IS LIMITED TO THE AMOUNT YOU PAID FOR THE SERVICES DURING THE TWELVE MONTHS BEFORE THE CLAIM. LEDGEZ, ITS AFFILIATES AND SUPPLIERS ARE NOT LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR FOR DAMAGES ARISING FROM TELECOMMUNICATIONS OR INTERNET FAILURES, ELECTRONIC COMMUNICATIONS, DATA CORRUPTION, SECURITY INCIDENTS, DATA LOSS OR THEFT, VIRUSES, SPYWARE, LOST BUSINESS, REVENUE, PROFITS OR INVESTMENT, OR USE OF SOFTWARE OR HARDWARE THAT DOES NOT MEET SYSTEM REQUIREMENTS.
You agree to indemnify and hold harmless Ledgez, its affiliates and suppliers from claims, liability and expenses, including reasonable attorneys' fees and costs, arising from your use of the Services or breach of these Terms. Ledgez may assume the exclusive defense and control of any such claim at its own expense, and you agree to reasonably cooperate in that defense.
10
Changes to these Terms or the Services
We may change these Terms at any time. Changes take effect when posted through the Services, on our website or when we notify you by another means. We may also change or discontinue the Services, in whole or in part. Your continued use of the Services after the changes take effect indicates your agreement to the revised Terms.
11
Suspension and termination
Ledgez may restrict, suspend or terminate these Terms or the Services, in whole or in part, without notice where necessary to address suspected fraud, security issues, illegal activity or unauthorized access; protect the integrity of the Services or systems; comply with law or policy; or where you fail to comply with these Terms. On termination, you must stop using the Services and outstanding payments become due. Termination does not affect Ledgez's rights to payments already due. Ledgez may terminate a free account at any time. Sections 2, 3, 5 through 9, and 11 through 15 survive termination.
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Export restrictions
You acknowledge that the Services may be subject to U.S. export-control laws, trade embargoes, sanctions and security requirements, and to compatible country or local laws. You agree to comply with these laws and not to export, re-export, import or otherwise make available the Services or technical data in violation of them.
13
Governing law
Georgia state law governs these Terms without regard to its conflicts-of-law provisions.
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Disputes
ANY DISPUTE OR CLAIM RELATING IN ANY WAY TO THE SERVICES OR THESE TERMS WILL BE RESOLVED BY BINDING ARBITRATION RATHER THAN IN COURT, EXCEPT THAT YOU MAY ASSERT CLAIMS IN SMALL-CLAIMS COURT IF YOUR CLAIMS QUALIFY. The Federal Arbitration Act governs the interpretation and enforcement of this provision, and the arbitrator will apply Georgia law to other matters. Either party may seek injunctions or other equitable relief from a court of competent jurisdiction.
YOU AND LEDGEZ AGREE THAT DISPUTES MUST BE BROUGHT ONLY IN EACH PARTY'S INDIVIDUAL CAPACITY, NOT AS A PLAINTIFF OR CLASS MEMBER IN A PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. BY AGREEING TO ARBITRATION, YOU AND LEDGEZ WAIVE THE RIGHT TO FILE A LAWSUIT, TO A JURY TRIAL, AND TO PARTICIPATE IN A CLASS ACTION OR CLASS-WIDE PROCEEDING.
To begin an arbitration proceeding, send a written request describing the claim to info@ledgez.com.
15
General terms and contact
These Terms, together with the applicable additional terms, are the entire agreement between you and Ledgez about the Services and replace prior understandings and agreements on that subject. If a court with jurisdiction finds part of these Terms unenforceable, that part will be removed without affecting the remaining Terms. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
You may not assign or transfer these Terms without Ledgez's written approval. Ledgez may assign or transfer them to an affiliate, in connection with a sale of assets, or to a successor by merger. To ask about an account, cancellation, transfer or these Terms, contact info@ledgez.com.