1. Accepting these Terms
You accept these Terms when you create an account, check the box at sign-up, or use the Service. If you accept on behalf of an organization, you confirm that you have authority to bind it. The Service is for businesses. Don’t use it as a consumer, and don’t use it if you are under 18.2. Ledger is in beta
Ledger is in beta. Features may change, and we may add, change or remove them. We’ll give at least 30 days’ notice before removing a feature you use in Live, unless the change is needed for security, legal reasons or to protect the Service. We don’t promise any level of uptime during the beta.3. Accounts, workspaces and keys
- Your account. Keep your sign-in details accurate. You are responsible for everything done through your workspace, including by anyone you invite.
- Keys. Ledger API keys, and the Stripe keys you connect, are your responsibility. Store them securely, give each key only the permissions it needs, and tell us at security@integrateledger.com if you think one has been exposed.
- Sandbox and Live. Every workspace has a Sandbox environment for testing and a Live environment for real payments. Sandbox payments are not real, and Sandbox data may be reset or removed.
4. Fees
Ledger is free during the beta. We’ll give at least 30 days’ notice by email or in the dashboard before we start charging for the Service, and before we raise a fee after that. Fees exclude taxes; you pay any taxes on them other than taxes on our income. Fees you pay us are separate from the payments your customers make to you through Stripe.5. Acceptable use
You must not, and must not let others:- break any law, or use the Service for a business that Stripe restricts or prohibits (Stripe’s restricted businesses), or that the Merchant Terms prohibit;
- use the Service for fraud, card testing, deceptive billing, or to charge people without their consent;
- send Ledger payment card numbers, bank details, government ID numbers, passwords, health information, or other sensitive personal information, including in customer IDs, feature IDs or metadata;
- probe, scan or test the Service’s security without our written permission (report vulnerabilities to security@integrateledger.com);
- get around rate limits, usage limits, the live charge controls, or any other restriction we put in place;
- interfere with the Service or other customers’ use of it, or send malware;
- copy, resell or offer the Service to others as a standalone product, or use it to build a competing product;
- reverse engineer the Service, except where the law allows it despite this restriction.
6. Your data
- You own your data. “Your Data” means the catalog, customer records, usage events and other information you or your systems send to Ledger. You keep all rights in it.
- Our licence to use it. You give us a worldwide, non-exclusive licence to host, copy, process and display Your Data only as needed to provide, secure and support the Service, and as the Data Processing Addendum allows.
- Aggregate data. We may use aggregated and de-identified data about how the Service is used, which doesn’t identify you or your customers, to operate and improve the Service.
- No sale and no model training. We don’t sell Your Data, and we don’t use it to train machine learning models.
- Accuracy. You are responsible for Your Data being accurate and lawfully collected, and for having any notices and consents your customers need.
7. Feedback
If you send us suggestions or feedback, we may use them without any obligation to you.8. Our property
We and our licensors own the Service, including its software, design and documentation. These Terms give you a limited, non-exclusive, non-transferable right to use the Service while the Agreement is in force. Ledger’s SDKs and other code that we publish under an open-source licence are governed by that licence.9. Third-party services
The Service works with services that we don’t control, including Stripe (payments), Clerk (sign-in) and Google (if you choose Google sign-in). Your use of those services is governed by their own terms. We aren’t responsible for them, including when they are unavailable or change.10. Suspension and termination
- By you. You can stop using the Service at any time. To close your workspace and delete its data, email support@integrateledger.com.
- By us. We may suspend or terminate your access, or stop new Live charges for your workspace, if you break the Agreement, if your use creates a security, fraud, legal or financial risk to us, Stripe, your customers or other users, if Stripe or a law requires it, or if fees are more than 30 days overdue. Where it’s reasonable, we’ll tell you first and give you a chance to fix the problem. We may end the Service for everyone with 60 days’ notice.
- What happens next. For 30 days after termination you can ask us to export Your Data. After that we delete it as described in the Privacy Policy, except for Live financial records, which we keep for 7 years (see the Merchant Terms). Ending Ledger doesn’t cancel the subscriptions in your Stripe account; you manage those in Stripe. Sections 5 to 8 and 11 to 15 continue after termination.
11. Disclaimers
THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE”, AND IS A BETA. TO THE FULLEST EXTENT THE LAW ALLOWS, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. WE DON’T PROMISE THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE OR SECURE, OR THAT CREDIT BALANCES, USAGE RECORDS OR CHARGES WILL ALWAYS BE ACCURATE. YOU ARE RESPONSIBLE FOR CHECKING YOUR BILLING AGAINST YOUR STRIPE ACCOUNT.12. Limitation of liability
TO THE FULLEST EXTENT THE LAW ALLOWS:- NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA OR GOODWILL, EVEN IF TOLD THEY WERE POSSIBLE.
- EACH PARTY’S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THE AGREEMENT IS LIMITED TO THE GREATER OF (A) THE FEES YOU PAID US FOR THE SERVICE IN THE 12 MONTHS BEFORE THE EVENT THAT GAVE RISE TO THE CLAIM AND (B) US $100.
- THESE LIMITS DON’T APPLY TO YOUR OBLIGATIONS UNDER SECTION 13 (INDEMNITY), YOUR BREACH OF SECTION 5 (ACCEPTABLE USE), YOUR OBLIGATION TO PAY FEES, OR LIABILITY THAT THE LAW DOESN’T ALLOW TO BE LIMITED, SUCH AS FOR FRAUD.
13. Indemnity
You will defend us and our officers, employees and agents against any third-party claim, and pay the resulting losses, costs and reasonable legal fees, to the extent the claim arises from Your Data, your products or services, your relationship with your customers (including charges, refunds, disputes, taxes and consumer-protection claims), or your breach of the Agreement or the law. We’ll tell you promptly about the claim, let you control its defence, and cooperate at your cost. You may not settle a claim in a way that admits fault on our behalf without our consent.14. Changes to these Terms
We may update these Terms. For a material change we’ll give at least 30 days’ notice by email or in the dashboard, and the effective date at the top of this page will change. If you keep using the Service after a change takes effect, you accept it. If you don’t agree, stop using the Service and close your workspace before then.15. General
- Governing law and courts. California law governs the Agreement, without regard to conflict-of-laws rules. The state and federal courts in San Francisco County, California have exclusive jurisdiction, and both parties consent to them. Either party may seek an injunction in any court to protect its intellectual property or confidential information.
- Notices. We send notices to the email address of your workspace’s owner or in the dashboard. Send legal notices to legal@integrateledger.com, with a copy by post to the address above.
- Assignment. You may not transfer the Agreement without our consent, except to a successor of your whole business that agrees to it. We may transfer it to an affiliate or a successor of our business.
- Force majeure. Neither party is liable for delays caused by events beyond its reasonable control, including outages of Stripe, our hosting providers or the internet.
- Sanctions and export. You confirm that you aren’t on a U.S. government sanctions list and won’t use the Service in a sanctioned country or region.
- Whole agreement. The Agreement is the whole agreement between us about the Service and replaces earlier agreements on the subject. If documents conflict, the Data Processing Addendum controls for personal data, then the Merchant Terms for Live payments, then these Terms. Purchase orders or other terms you send don’t apply.
- Other. If a court finds part of the Agreement unenforceable, the rest still applies. Not enforcing a right isn’t a waiver of it. The parties are independent contractors.