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    Terms of Service

    Effective Date: December 23, 2025

    Last Updated: December 23, 2025

    1. Agreement to Terms

    These Terms of Service ("Terms") constitute a legally binding agreement between you ("you," "your," or "User") and Ledger IQ ("we," "us," "our," or "Company") governing your access to and use of our accounting automation software and services (the "Service").

    BY ACCESSING OR USING THE SERVICE, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT USE THE SERVICE.

    2. Description of Service

    Our Service provides accounting professionals and firms with software tools to:

    • Import trial balance data from QuickBooks
    • Facilitate adjusting journal entries (AJE) through templated spreadsheets
    • Map adjusted trial balances to Lacerte tax software fields
    • Export mapped data to Lacerte for tax return preparation

    The Service acts as an integration and automation tool between third-party accounting and tax software platforms.

    3. Eligibility and Account Requirements

    3.1 Eligibility

    To use the Service, you must:

    • Be at least 18 years of age
    • Have the legal authority to enter into these Terms
    • Be a licensed accounting professional, tax preparer, or authorized representative of an accounting firm
    • Possess valid licenses for QuickBooks and Lacerte software
    • Comply with all applicable laws and regulations, including tax preparation regulations

    3.2 Account Registration

    • You must provide accurate, current, and complete information during registration
    • You are responsible for maintaining the confidentiality of your account credentials
    • You are responsible for all activities that occur under your account
    • You must notify us immediately of any unauthorized access or security breach
    • We reserve the right to suspend or terminate accounts that provide false information

    3.3 Professional Responsibility

    You represent and warrant that you are a qualified professional with appropriate training, licenses, and credentials to perform accounting and tax preparation services. Our Service is a tool to assist your professional work, not a substitute for professional judgment.

    4. Acceptable Use Policy

    4.1 Permitted Uses

    You may use the Service only for:

    • Legitimate accounting and tax preparation purposes
    • Processing financial data for clients you are authorized to represent
    • Internal business operations of your accounting practice

    4.2 Prohibited Uses

    You agree NOT to:

    Illegal Activities:

    • Use the Service for any illegal purpose or in violation of any laws
    • Process data without proper authorization from the data owner
    • Prepare fraudulent tax returns or financial statements
    • Facilitate tax evasion, money laundering, or financial fraud
    • Violate any securities, tax, or financial regulations

    Unauthorized Access:

    • Access another user's account without authorization
    • Attempt to bypass security measures or authentication protocols
    • Use automated tools to scrape, copy, or harvest data from the Service
    • Reverse engineer, decompile, or disassemble any aspect of the Service
    • Interfere with or disrupt the Service or servers/networks connected to the Service

    Data Misuse:

    • Upload malicious code, viruses, or harmful software
    • Process data you are not authorized to access
    • Share client data with unauthorized third parties
    • Use the Service to compete with us or create a similar product
    • Store or transmit data belonging to clients without proper engagement agreements

    Platform Abuse:

    • Create multiple accounts to circumvent restrictions or avoid fees
    • Resell or sublicense access to the Service without authorization
    • Use the Service in a manner that exceeds reasonable usage limits
    • Impersonate another person or entity
    • Engage in spamming or unsolicited marketing through the Service

    4.3 Consequences of Violation

    Violation of this Acceptable Use Policy may result in:

    • Immediate suspension or termination of your account
    • Deletion of your data
    • Legal action and liability for damages
    • Reporting to law enforcement or regulatory authorities
    • No refund of fees paid

    5. Third-Party Integrations

    5.1 QuickBooks and Lacerte

    Our Service integrates with QuickBooks (by Intuit) and Lacerte (by Intuit). You must:

    • Maintain valid, active subscriptions to these third-party services
    • Comply with their respective terms of service and acceptable use policies
    • Authorize our Service to access your data through their APIs
    • Understand that we are not affiliated with, endorsed by, or sponsored by Intuit

    5.2 Third-Party Responsibility

    We are not responsible for:

    • The availability, functionality, or security of third-party services
    • Changes to third-party APIs that affect our Service functionality
    • Data loss or corruption caused by third-party service failures
    • Third-party service fees, billing, or subscription issues

    5.3 Authorization and Revocation

    You grant us permission to access your QuickBooks and Lacerte data solely to provide the Service. You may revoke this authorization at any time through the respective platforms, which will limit or prevent Service functionality.

    6. Data Ownership and License

    6.1 Your Data

    You retain all ownership rights to the data you upload, create, or process through the Service ("Your Data"). This includes trial balances, adjusting entries, mappings, and all financial information.

    6.2 License to Us

    You grant us a limited, non-exclusive, royalty-free license to:

    • Access, store, and process Your Data solely to provide the Service
    • Create backup copies for disaster recovery purposes
    • Use aggregated, anonymized data for Service improvement and analytics

    This license terminates when you delete Your Data or close your account, except for data we must retain for legal compliance.

    6.3 Your Responsibilities for Data

    You represent and warrant that:

    • You have all necessary rights and permissions to upload and process Your Data
    • Your Data does not infringe on any third-party intellectual property rights
    • You have obtained appropriate consent from clients whose data you process
    • You comply with all applicable data protection and privacy laws

    6.4 Our Intellectual Property

    The Service, including all software, algorithms, user interfaces, designs, trademarks, and documentation, is owned by us or our licensors and is protected by intellectual property laws. You receive no ownership rights, only a limited right to use the Service as described in these Terms.

    7. Professional Standards and Accuracy

    7.1 Tool, Not Substitute

    The Service is a SOFTWARE TOOL designed to assist accounting professionals. It is NOT:

    • A substitute for professional judgment or expertise
    • Tax or accounting advice
    • A guarantee of accuracy or compliance
    • An automated decision-making system

    7.2 Your Professional Obligation

    You are solely responsible for:

    • Reviewing all data imports, adjusting entries, and mappings for accuracy
    • Ensuring compliance with applicable accounting standards (GAAP, IFRS, etc.)
    • Verifying tax return accuracy and compliance with tax laws
    • Maintaining professional standards and ethical obligations
    • Obtaining appropriate professional liability insurance
    • Meeting all regulatory and licensing requirements

    7.3 No Warranty of Accuracy

    While we strive for accuracy, we do not warrant that:

    • Data imports will be error-free or complete
    • Suggested mappings are appropriate for all situations
    • The Service complies with all accounting or tax regulations
    • Exports to Lacerte will be properly formatted in all cases

    YOU MUST INDEPENDENTLY VERIFY ALL DATA AND RESULTS BEFORE FILING TAX RETURNS OR PROVIDING DELIVERABLES TO CLIENTS.

    8. Fees and Payment

    8.1 Subscription Plans

    The Service is offered on a subscription basis. Fees, features, and limitations are described on our pricing page and may vary by plan tier.

    8.2 Billing

    • Subscription fees are billed in advance on a monthly or annual basis
    • You authorize us to charge your payment method automatically for recurring fees
    • All fees are non-refundable except as required by law or stated in our refund policy
    • Fees do not include applicable taxes, which you are responsible for paying

    8.3 Price Changes

    We may modify subscription fees with at least 30 days' notice. Changes will apply to the next billing cycle. Continued use of the Service after price changes constitutes acceptance.

    8.4 Late Payment and Suspension

    • Past due accounts may be suspended without notice
    • You remain liable for all fees incurred during suspension
    • We may charge interest on overdue amounts at 1.5% per month (or the maximum allowed by law)
    • We may engage collection agencies for unpaid amounts; you will be responsible for collection costs

    8.5 Free Trials

    Free trial offers:

    • Are limited to new users (one per person or firm)
    • May require payment information for activation
    • Automatically convert to paid subscriptions unless canceled before trial end
    • Are subject to usage limitations

    9. Service Availability and Support

    9.1 Uptime

    We strive to maintain high availability but do not guarantee uninterrupted access. The Service may be unavailable due to:

    • Scheduled maintenance (with advance notice when possible)
    • Emergency maintenance or security updates
    • Third-party service outages (QuickBooks, Lacerte, hosting providers)
    • Force majeure events

    9.2 Support

    Support is provided via email and in-app messaging. Support level and response times vary by subscription plan. We do not provide:

    • Accounting or tax advice
    • QuickBooks or Lacerte technical support (contact Intuit directly)
    • On-site or phone support (unless included in enterprise plans)

    9.3 Service Modifications

    We reserve the right to:

    • Modify, suspend, or discontinue any aspect of the Service at any time
    • Update features, functionality, or user interface without notice
    • Impose usage limits or restrictions
    • Change integration methods or supported third-party services

    We will provide reasonable notice of material changes that substantially reduce functionality.

    10. Data Security and Backup

    10.1 Security Measures

    We implement reasonable administrative, technical, and physical safeguards to protect Your Data. However, no system is completely secure. You acknowledge and accept the inherent security risks of internet-based services.

    10.2 Your Security Responsibilities

    You must:

    • Use strong, unique passwords and enable multi-factor authentication
    • Keep your credentials confidential
    • Promptly report any suspected security breaches
    • Maintain appropriate security measures for devices used to access the Service
    • Comply with applicable data security regulations (e.g., IRS Publication 4557)

    10.3 Backup Policy

    We maintain regular backups for disaster recovery purposes. However, you are responsible for maintaining your own backups of critical data. We are not liable for data loss, corruption, or unavailability.

    10.4 Data Breach Notification

    In the event of a data breach affecting your account, we will notify you in accordance with applicable laws and regulations.

    11. Limitation of Liability

    11.1 DISCLAIMER OF WARRANTIES

    THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR ACCURACY.

    WE DO NOT WARRANT THAT:

    • The Service will meet your requirements or expectations
    • The Service will be uninterrupted, timely, secure, or error-free
    • Results obtained from the Service will be accurate or reliable
    • Any errors or defects will be corrected
    • The Service is compliant with all accounting or tax regulations

    11.2 LIMITATION OF LIABILITY

    TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL LEDGER IQ, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR:

    Indirect Damages:

    • Any indirect, incidental, special, consequential, or punitive damages
    • Loss of profits, revenue, business, or anticipated savings
    • Loss of data or cost of substitute services
    • Loss of business reputation or opportunity
    • Regulatory fines or penalties
    • Professional liability claims from your clients

    Damage Caps:

    • Our total liability for any claims arising from or related to the Service shall not exceed the amount you paid us in the 12 months preceding the claim
    • For free trial users, our liability shall not exceed $100

    This limitation applies regardless of the legal theory (contract, tort, negligence, strict liability, or otherwise) and even if we have been advised of the possibility of such damages.

    11.3 Exceptions

    Some jurisdictions do not allow exclusion of certain warranties or limitation of liability for incidental or consequential damages. In such jurisdictions, our liability is limited to the greatest extent permitted by law.

    12. Indemnification

    You agree to indemnify, defend, and hold harmless Ledger IQ, its affiliates, officers, directors, employees, agents, licensors, and service providers from and against any claims, liabilities, damages, losses, costs, or expenses (including reasonable attorneys' fees) arising from or related to:

    • Your use or misuse of the Service
    • Your violation of these Terms
    • Your violation of any laws or regulations
    • Your violation of third-party rights, including intellectual property or privacy rights
    • Your client relationships, tax returns, or professional services
    • Unauthorized access to your account due to your failure to secure credentials
    • Any data you upload, process, or transmit through the Service
    • Your breach of professional standards or ethical obligations

    We reserve the right to assume the exclusive defense and control of any matter subject to indemnification, at your expense.

    13. Term and Termination

    13.1 Term

    These Terms begin when you first access the Service and continue until terminated by either party.

    13.2 Termination by You

    You may terminate your account at any time by:

    • Canceling your subscription through account settings
    • Contacting customer support
    • Ceasing to use the Service

    Termination does not entitle you to a refund of prepaid fees.

    13.3 Termination by Us

    We may suspend or terminate your account immediately, without notice, if:

    • You violate these Terms or our Acceptable Use Policy
    • Your account is inactive for 12 consecutive months
    • Your payment method fails or account becomes delinquent
    • We are required to do so by law or regulatory authority
    • We discontinue the Service entirely (with reasonable notice)
    • We suspect fraudulent, abusive, or illegal activity

    13.4 Effect of Termination

    Upon termination:

    • Your right to access the Service immediately ceases
    • You remain liable for all fees incurred through the termination date
    • We may delete Your Data after a grace period (typically 30 days)
    • Sections of these Terms that by their nature should survive (including indemnification, limitation of liability, and dispute resolution) will continue to apply

    13.5 Data Export

    Before account termination, you should export Your Data. We may provide limited data export assistance within 30 days of termination, but are not obligated to retain data beyond that period.

    14. Dispute Resolution

    14.1 Informal Resolution

    Before initiating formal proceedings, you agree to contact us to seek informal resolution of any dispute. Send a detailed description of the dispute to legal@ledgeriq.ai. We will attempt to resolve the dispute within 30 days.

    14.2 Binding Arbitration

    If informal resolution fails, any dispute arising from or relating to these Terms or the Service shall be resolved through binding arbitration rather than in court, except that:

    • Either party may seek injunctive relief in court for intellectual property infringement
    • Small claims court actions are permitted

    Arbitration Terms:

    • Conducted by the American Arbitration Association (AAA) under its Commercial Arbitration Rules
    • Held in Delaware unless parties agree otherwise
    • Decided by a single arbitrator
    • Arbitrator's decision is final and binding
    • Each party bears its own costs unless the arbitrator awards fees to the prevailing party

    14.3 Class Action Waiver

    YOU AGREE THAT ANY ARBITRATION OR PROCEEDING SHALL BE CONDUCTED ON AN INDIVIDUAL BASIS ONLY. CLASS ARBITRATIONS, CLASS ACTIONS, PRIVATE ATTORNEY GENERAL ACTIONS, AND CONSOLIDATION WITH OTHER ARBITRATIONS ARE NOT PERMITTED.

    14.4 Governing Law

    These Terms are governed by the laws of Delaware, without regard to conflict of law principles. Any litigation not subject to arbitration shall be brought exclusively in courts located in Delaware, and you consent to personal jurisdiction there.

    15. Miscellaneous Provisions

    15.1 Entire Agreement

    These Terms, together with our Privacy Policy and any additional agreements, constitute the entire agreement between you and us regarding the Service and supersede all prior agreements and understandings.

    15.2 Amendments

    We may modify these Terms at any time by posting updated Terms with a new "Last Updated" date. Material changes will be notified via email or prominent notice in the Service. Continued use after changes become effective constitutes acceptance. If you disagree with changes, your sole remedy is to terminate your account.

    15.3 Severability

    If any provision of these Terms is found invalid or unenforceable, that provision shall be modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions shall remain in full effect.

    15.4 Waiver

    Our failure to enforce any right or provision of these Terms does not constitute a waiver of that right or provision. Any waiver must be in writing and signed by an authorized representative.

    15.5 Assignment

    You may not assign or transfer your rights under these Terms without our prior written consent. We may assign our rights and obligations without restriction. Any attempted assignment in violation of this section is void.

    15.6 No Agency

    No agency, partnership, joint venture, or employment relationship is created between you and us as a result of these Terms or use of the Service.

    15.7 Force Majeure

    We are not liable for any failure or delay in performance due to circumstances beyond our reasonable control, including natural disasters, war, terrorism, labor disputes, government actions, or internet/utility failures.

    15.8 Export Control

    You agree to comply with all applicable export and import laws and regulations. You may not use the Service in any country embargoed by the United States or on any U.S. government restricted parties list.

    15.9 Government Users

    If you are a U.S. government entity, the Service is a "commercial item" as defined in FAR 2.101, and licensing is subject to these commercial terms.

    15.10 Notices

    Notices to you may be sent via email to the address associated with your account or through the Service. Notices to us should be sent to:

    Ledger IQ

    Attn: Legal Department

    Email: legal@ledgeriq.ai

    Notices are deemed received when sent via email or three business days after mailing.

    15.11 Language

    These Terms are written in English. Any translations are provided for convenience only. In case of conflict, the English version controls.