Terms of Service

Effective date: April 3, 2026

These Terms of Service ("Terms") form a legal agreement between LedgerLocked ("LedgerLocked," "we," "us," or "our") and the customer entity or individual ("Client," "you," or "your") using our website, onboarding flows, and service offerings. By accessing or using the services, you agree to these Terms.

1) Eligibility and Authority

You represent that you are at least the age of majority in your jurisdiction and have authority to bind yourself and, where applicable, the business entity you represent. If you do not agree, do not use the services.

2) Services and Scope

LedgerLocked provides workflow automation, AI operator implementation, integration support, and related advisory services. Exact deliverables, timelines, and support levels may vary by selected tier, scope agreement, and technical constraints.

3) Account and Access Security

• You must provide accurate, current, and complete information.
• You are responsible for securing your credentials, endpoints, and connected systems.
• You must promptly notify LedgerLocked of suspected unauthorized access or security incidents.

4) Fees, Billing, and Payment

• Fees, setup charges, and subscription terms are displayed at checkout or otherwise documented in writing.
• Payments are processed through third-party providers, which are governed by their own terms and policies.
• Unless otherwise agreed in writing, services are month-to-month and non-exclusive.
• Past-due balances may result in suspension, restricted support, or termination.

5) Refunds and Credits

Except where required by law or expressly agreed in writing, fees are non-refundable. Any discretionary credits or commercial accommodations are one-time and do not establish a continuing obligation.

6) Acceptable Use

You agree not to, and not to permit others to:

• Use the services for illegal, fraudulent, deceptive, or harmful conduct.
• Attempt unauthorized access, probing, scraping, reverse engineering, or abuse of service infrastructure.
• Circumvent safeguards, rate limits, policy controls, or usage restrictions.
• Introduce malware, exploit vulnerabilities, or interfere with service integrity.

7) Client Data and Responsibility

You retain responsibility for the legality, quality, and rights associated with data and instructions you provide. You represent that you have all required rights and permissions to provide such data for processing.

8) Intellectual Property

• LedgerLocked retains all rights in its software, methods, documentation, templates, and proprietary know-how.
• Client retains ownership of Client Data submitted to or processed through the services, subject to rights granted herein.
• No implied license is granted except as expressly stated in these Terms or in writing.

9) Third-Party Services

Services may depend on third-party tools (for example scheduling, payment, hosting, communication, or API providers). We are not responsible for third-party outages, changes, terms, pricing, or acts/omissions outside our control.

10) Confidentiality

Each party agrees to protect confidential information using reasonable care and to use it only for purposes related to service delivery, legal compliance, or agreed operations, unless otherwise authorized in writing.

11) Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY LAW, SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." LEDGERLOCKED DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT GUARANTEE SPECIFIC REVENUE, COST SAVINGS, OR BUSINESS OUTCOMES.

12) Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, LEDGERLOCKED SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST DATA, OR BUSINESS INTERRUPTION.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, LEDGERLOCKED'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICES SHALL NOT EXCEED THE AMOUNT PAID BY CLIENT TO LEDGERLOCKED FOR THE THREE (3) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

13) Indemnification

You agree to defend, indemnify, and hold harmless LedgerLocked and its affiliates, officers, and agents from claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from your use of the services, your data, your instructions, or your breach of these Terms.

14) Suspension and Termination

• Either party may terminate month-to-month services at the end of the current billing cycle unless otherwise agreed.
• LedgerLocked may suspend or terminate access for nonpayment, abuse, legal risk, or security risk.
• Upon termination, rights granted to use services cease, subject to legal retention obligations.

15) Force Majeure

LedgerLocked is not liable for failure or delay caused by events beyond reasonable control, including provider outages, internet failures, governmental actions, natural disasters, labor disputes, or security incidents.

16) Modifications to Services or Terms

We may modify services or these Terms from time to time. Material updates will be reflected by an updated effective date and, where required, additional notice. Continued use after updates constitutes acceptance.

17) Governing Law and Dispute Resolution

Unless otherwise required by applicable law or a written agreement, these Terms are governed by applicable U.S. and state law chosen by LedgerLocked for contract administration. Any dispute not resolved informally may be brought in a court of competent jurisdiction.

18) Severability and Entire Agreement

If any provision is found unenforceable, the remaining provisions remain in effect. These Terms, together with referenced policies and any written service order, constitute the entire agreement regarding the subject matter.

19) Contact

Questions about these Terms can be sent to aj@ledgerlocked.com.