Terms of Service

These Terms of Service (the “Terms”) are an agreement between you and Ledfra (“Ledfra”, “we”, “us”, or “our”) and govern your access to and use of the Ledfra websites, applications, APIs, and related services (together, the “Service”). By accessing or using the Service, or by clicking to accept these Terms, you agree to be bound by them. If you are using the Service on behalf of an organization, you represent that you are authorized to bind that organization, and “you” refers to that organization.

If you do not agree to these Terms, do not access or use the Service.

1. The Service

Ledfra provides ledger and reporting infrastructure that lets platforms record, organize, and report on the movement of money. The Service offers a system for recording transactions and deriving balances and reports from those records. It is a software tool that you operate; it does not hold funds, move money, provide banking, payment, custody, investment, tax, legal, or accounting services, and it is not a substitute for professional advice or for your own books of record.

2. Eligibility and accounts

You must be capable of forming a binding contract to use the Service. You are responsible for maintaining the confidentiality of your account credentials and API keys, for all activity that occurs under your account, and for ensuring that everyone who accesses the Service through your account complies with these Terms. Notify us promptly at hey@ledfra.com if you suspect any unauthorized use.

3. Your data and how the Service may be used

You retain ownership of the data you submit to the Service (“Your Data”). You grant us a limited license to host, process, and transmit Your Data solely to provide and improve the Service for you.

The Service is provided for recording and reporting purposes only. You are responsible for the accuracy, completeness, and lawfulness of Your Data and of everything you record through the Service. Output produced by the Service — including balances, totals, and reports — is derived from the data you provide and is intended to help you organize and report on your own records. You must independently review and verify all data and output before relying on it. You should not use the Service, on its own, as the authoritative basis for payments, settlements, regulatory filings, tax determinations, or other decisions that carry financial, legal, or compliance consequences without your own verification and, where appropriate, professional advice.

4. Acceptable use

You agree not to:

• use the Service in violation of any applicable law or regulation;
• interfere with, disrupt, or attempt to gain unauthorized access to the Service or its related systems;
• reverse engineer, copy, or resell the Service except to the extent that restriction is prohibited by law;
• upload malicious code, or use the Service to store or transmit content that infringes the rights of others; or
• use the Service in a way that could damage, disable, or overburden it.

5. Fees

If your use of the Service is subject to fees, you agree to pay them as described at the time of purchase or in a separate order. Unless stated otherwise, fees are non-refundable and exclusive of taxes, which are your responsibility.

6. Intellectual property

The Service, including all software, documentation, and content we provide (excluding Your Data), is owned by Ledfra and its licensors and is protected by intellectual property laws. We grant you a limited, non-exclusive, non-transferable, revocable right to use the Service in accordance with these Terms. No other rights are granted.

7. Disclaimer of warranties

THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT ANY DATA, BALANCE, CALCULATION, OR REPORT PRODUCED BY THE SERVICE WILL BE ACCURATE, COMPLETE, OR SUITABLE FOR YOUR PURPOSES. YOU ARE SOLELY RESPONSIBLE FOR VERIFYING ALL DATA AND OUTPUT AND FOR ANY DECISIONS YOU MAKE BASED ON THEM.

8. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, LEDFRA AND ITS AFFILIATES, OFFICERS, EMPLOYEES, AND SUPPLIERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO YOUR USE OF, OR INABILITY TO USE, THE SERVICE — INCLUDING ANY RELIANCE ON DATA, BALANCES, CALCULATIONS, OR REPORTS PRODUCED BY THE SERVICE — EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS YOU PAID US FOR THE SERVICE IN THE TWELVE MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY, OR (B) ONE HUNDRED U.S. DOLLARS ($100). YOU BEAR THE FINANCIAL RISK ASSOCIATED WITH YOUR USE OF THE SERVICE AND YOUR DATA.

9. Indemnification

You agree to indemnify and hold harmless Ledfra and its affiliates from any claims, damages, liabilities, and expenses (including reasonable legal fees) arising out of or related to Your Data, your use of the Service, or your breach of these Terms.

10. Suspension and termination

You may stop using the Service at any time. We may suspend or terminate your access if you breach these Terms or if we reasonably believe your use poses a risk to the Service or to others. Sections that by their nature should survive termination — including ownership, disclaimers, limitation of liability, and indemnification — will survive.

11. Changes to the Service or these Terms

We may modify the Service or these Terms from time to time. If we make material changes, we will take reasonable steps to notify you, such as by updating the “Last updated” date above or posting a notice. Your continued use of the Service after changes take effect constitutes acceptance of the revised Terms.

12. Governing law

These Terms are governed by the laws of Canada and the laws applicable therein, without regard to conflict-of-law rules, and you and Ledfra agree to the exclusive jurisdiction of the courts located in Canada for any dispute arising out of or relating to these Terms or the Service, except where prohibited by applicable law.

13. Contact

Questions about these Terms can be sent to hey@ledfra.com.