Terms of Service

1. Agreement to Terms

These Terms of Service ("Terms," "Agreement") constitute a legally binding agreement between you ("User," "you," or "your") and CaptureLedger LLC ("Company," "we," "our," or "us") governing your access to and use of CaptureLedger and all related services (collectively, the "Service").

By creating an account, clicking "I Agree," or otherwise accessing or using the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree to these Terms, do not use the Service.

If you are using the Service on behalf of a business or other legal entity, you represent that you have the authority to bind that entity to these Terms, in which case "you" refers to that entity.

2. Description of Service

CaptureLedger is a cash-basis accounting and invoicing platform designed for small service business owners. The Service provides the following functionality depending on your subscription tier:

• Basic Plan: Expense tracking with multi-line itemization, income tracking, and financial reporting including a Profit & Loss report, transaction list, and vendor report.
• Pro Plan: All Basic features plus invoicing with Stripe-powered payment links, automated income recording upon payment receipt, and Stripe Connect onboarding for direct payment processing.

We reserve the right to modify, suspend, or discontinue any aspect of the Service at any time with reasonable notice to you.

3. Eligibility and Account Registration

3.1 Eligibility

You must be at least 18 years of age to use the Service. By using the Service, you represent and warrant that you meet this requirement and that your use of the Service does not violate any applicable law or regulation.

3.2 Account Creation

To access the Service, you must create an account through our authentication provider (Clerk). You agree to provide accurate, current, and complete information during registration and to keep your account information updated.

3.3 Account Security

You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account. You agree to notify us immediately at support@captureledger.com of any unauthorized use of your account. We are not liable for any loss or damage arising from your failure to protect your account credentials.

3.4 One Account Per User

Each user may maintain only one active account. You may not transfer your account to another person without our prior written consent.

4. Subscription Plans and Payment

4.1 Subscription Tiers

The Service is offered on a subscription basis at the rates published on our pricing page. Current plans are:

• Basic Plan: $29.99/month
• Pro Plan: $49.99/month

We reserve the right to modify pricing at any time with at least 30 days prior notice to existing subscribers.

4.2 Billing

Subscriptions are billed monthly in advance. By subscribing, you authorize us to charge your payment method on a recurring basis until you cancel. All fees are charged in U.S. dollars.

4.3 Payment Processing

All subscription payments are processed by Stripe. By subscribing, you agree to Stripe's Terms of Service. We do not store your full payment card information.

4.4 Stripe Connect (Pro Plan)

Pro plan users who enable invoicing must complete Stripe Connect onboarding to process payments from their customers. By completing Stripe Connect onboarding, you agree to Stripe's Connected Account Agreement and Stripe's Terms of Service. You acknowledge that Stripe, not CaptureLedger LLC, is responsible for processing your customers' payments. We act solely as the platform facilitating the connection between you and Stripe.

4.5 Platform Fees

We reserve the right to charge a platform application fee on transactions processed through Stripe Connect. Any such fee will be disclosed clearly in your account settings and communicated with at least 30 days notice before implementation.

4.6 Taxes

You are responsible for all applicable taxes associated with your subscription and any transactions processed through the Service. We are not responsible for determining, collecting, or remitting taxes on your behalf.

4.7 Free Trials

If we offer a free trial, we will disclose the trial duration and terms at the time of signup. At the end of the trial, your subscription will automatically convert to a paid plan unless you cancel before the trial expires.

4.8 No Refunds

All subscription fees are non-refundable except as required by applicable law or as expressly stated in these Terms.

If you cancel your subscription, you will retain access to the Service through the end of your current billing period. We do not provide prorated refunds for partial months.

4.9 Plan Upgrades and Downgrades

You may upgrade from a Basic plan to a Pro plan at any time, with the new rate taking effect immediately. Downgrades take effect at the start of your next billing cycle.

5. Acceptable Use Policy

5.1 Permitted Use

You may use the Service solely for your own lawful business purposes in accordance with these Terms.

5.2 Prohibited Conduct

You agree not to:

• Use the Service for any unlawful purpose or in violation of any applicable laws or regulations
• Attempt to gain unauthorized access to any part of the Service or its related systems
• Reverse engineer, decompile, disassemble, or attempt to derive the source code of the Service
• Reproduce, duplicate, copy, sell, resell, or exploit any portion of the Service without our express written permission
• Upload or transmit any viruses, malware, or other malicious code
• Use the Service to store, process, or transmit content that is illegal, fraudulent, defamatory, or infringes any third-party rights
• Use the Service to process transactions for illegal goods or services
• Impersonate any person or entity or misrepresent your affiliation with any person or entity
• Use automated means such as bots, scrapers, or crawlers to access the Service
• Interfere with or disrupt the integrity or performance of the Service or related infrastructure
• Attempt to circumvent any subscription or access limitations
• Use the Service to send unsolicited commercial communications

5.3 Your Customers' Data

When using the invoicing features, you represent and warrant that you have obtained all necessary consents and have the legal right to share your customers' contact information with the Service for the purpose of delivering invoices and processing payments. You are solely responsible for your relationships with your customers and compliance with applicable laws governing those relationships.

6. Intellectual Property

6.1 Our Intellectual Property

The Service, including all software, features, functionality, design, text, graphics, logos, and other content created by us ("Company Content"), is owned by CaptureLedger LLC and is protected by copyright, trademark, and other intellectual property laws. Nothing in these Terms grants you any right, title, or interest in the Service or Company Content beyond the limited license to use the Service as described herein.

6.2 Your Data

You retain full ownership of all data, content, and information you submit to the Service ("Your Data"), including your financial records, expense entries, income entries, invoice data, and receipt images. You grant us a limited, non-exclusive, royalty-free license to use, store, process, and transmit Your Data solely as necessary to provide the Service to you.

6.3 Feedback

If you provide us with feedback, suggestions, or ideas regarding the Service ("Feedback"), you grant us a perpetual, irrevocable, worldwide, royalty-free license to use, incorporate, and commercialize such Feedback without restriction or compensation to you.

6.4 No Reverse Engineering

You may not reverse engineer, decompile, or attempt to extract the source code of our software except to the extent expressly permitted by applicable law.

7. Data and Privacy

Your use of the Service is also governed by our Privacy Policy, incorporated herein by reference. By using the Service, you consent to the collection and use of your information as described in the Privacy Policy.

7.1 Data Accuracy

You are solely responsible for the accuracy and completeness of all data you enter into the Service. The Service is a tool to organize and display the data you provide — we make no representations regarding the accuracy of any financial figures, reports, or tax-related outputs generated by the Service. Reports generated by the Service are not a substitute for professional accounting, tax, or financial advice.

7.2 Data Backup

While we implement reasonable backup procedures, you are responsible for maintaining independent copies of your critical financial records. We are not liable for any data loss resulting from technical failures, user error, or service interruptions.

8. Financial Information Disclaimer

The Service is a bookkeeping and invoicing tool only. The Service does not provide accounting, tax, legal, or financial advice. Any reports, summaries, or outputs generated by the Service are based solely on the data you enter and are provided for informational purposes only. You should consult a licensed accountant, CPA, or tax professional for all accounting, tax filing, and financial reporting obligations. We are not responsible for any tax liability, penalties, or financial decisions made based on information provided by the Service.

9. Disclaimer of Warranties

The Service is provided on an "as is" and "as available" basis without warranties of any kind, express or implied. To the fullest extent permitted by applicable law, we expressly disclaim all warranties, including but not limited to: warranties of merchantability, fitness for a particular purpose, and non-infringement; warranties that the Service will be uninterrupted, timely, secure, or error-free; warranties regarding the accuracy or reliability of any information obtained through the Service; and warranties that defects in the Service will be corrected.

No advice or information, whether oral or written, obtained from us or through the Service will create any warranty not expressly stated in these Terms.

10. Limitation of Liability

To the fullest extent permitted by applicable law:

10.1 Exclusion of Consequential Damages

In no event shall CaptureLedger LLC, its officers, directors, employees, agents, partners, suppliers, or licensors be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, including but not limited to: loss of profits, loss of revenue, loss of business, loss of data, loss of goodwill, business interruption, or cost of substitute services, even if we have been advised of the possibility of such damages.

10.2 Liability Cap

Our total cumulative liability to you for any and all claims arising out of or related to these Terms or the Service, whether in contract, tort, strict liability, or any other legal theory, shall not exceed the greater of: (a) the total fees paid by you to CaptureLedger LLC in the twelve (12) months immediately preceding the event giving rise to the claim, or (b) one hundred U.S. dollars ($100.00).

10.3 Essential Basis

The limitations of liability set forth in this section reflect a reasonable allocation of risk and are an essential element of the basis of the bargain between the parties. These limitations shall apply even if any limited remedy fails of its essential purpose.

10.4 Exceptions

Nothing in these Terms limits our liability for: (a) death or personal injury caused by our gross negligence or willful misconduct; (b) fraud or fraudulent misrepresentation; or (c) any liability that cannot be excluded or limited by applicable law.

11. Indemnification

You agree to defend, indemnify, and hold harmless CaptureLedger LLC and its officers, directors, employees, agents, and successors from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

• Your use of or access to the Service
• Your violation of these Terms
• Your violation of any applicable law or regulation
• Your Data or any content you submit to the Service
• Your relationships with your customers, including any disputes arising from invoices sent through the Service
• Any claim by a third party that your use of the Service infringes their rights

12. Term and Termination

12.1 Term

These Terms remain in effect for as long as you maintain an account or use the Service.

12.2 Termination by You

You may cancel your subscription and terminate your account at any time through your account settings. Cancellation takes effect at the end of your current billing period. You will not receive a refund for any prepaid fees.

12.3 Termination by Us

We may suspend or terminate your account and access to the Service immediately, with or without notice, if:

• You breach any provision of these Terms
• We determine that your use poses a risk to the Service, other users, or third parties
• We are required to do so by applicable law
• You fail to pay your subscription fees

12.4 Effect of Termination

Upon termination, your right to access and use the Service ceases immediately. We will retain your data for the period described in our Privacy Policy and will make it available for export for 30 days following termination upon written request. After that period, your data will be permanently deleted except as required by law.

12.5 Survival

Sections 6 (Intellectual Property), 8 (Financial Disclaimer), 9 (Disclaimer of Warranties), 10 (Limitation of Liability), 11 (Indemnification), 14 (Dispute Resolution), and 15 (General Provisions) survive termination.

13. Service Availability and Modifications

13.1 Availability

We strive to maintain high availability of the Service but do not guarantee uninterrupted access. The Service may be temporarily unavailable due to maintenance, updates, infrastructure issues, or circumstances beyond our control. We are not liable for any interruption in service availability.

13.2 Modifications to the Service

We reserve the right to modify, update, suspend, or discontinue any feature or the entire Service at any time. We will provide reasonable advance notice for significant changes that materially affect your use of the Service. Your continued use of the Service after any modification constitutes acceptance of the change.

13.3 Modifications to These Terms

We may update these Terms at any time. When we make material changes, we will notify you by email or prominent in-app notice at least 14 days before the changes take effect. Your continued use of the Service after the effective date constitutes your acceptance of the updated Terms. If you do not agree with the changes, you must stop using the Service and cancel your subscription before the effective date.

14. Dispute Resolution

14.1 Informal Resolution

Before filing any formal claim, you agree to contact us at support@captureledger.com and attempt to resolve the dispute informally. We will attempt to resolve the dispute within 30 days of receiving your written notice.

14.2 Binding Arbitration

If the dispute is not resolved informally, you and CaptureLedger LLC agree to resolve any dispute, claim, or controversy arising out of or relating to these Terms or the Service through binding individual arbitration rather than in court, except as provided in Section 14.4 below.

Arbitration shall be administered by the American Arbitration Association (AAA) under its Consumer Arbitration Rules. The arbitration will be conducted in English. The arbitrator's decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

14.3 Class Action Waiver

You and CaptureLedger LLC agree that each party may bring claims against the other only in an individual capacity and not as a plaintiff or class member in any purported class, consolidated, or representative action. The arbitrator may not consolidate more than one person's claims and may not preside over any class or representative proceeding.

14.4 Exceptions to Arbitration

Either party may seek emergency injunctive or other equitable relief in a court of competent jurisdiction to prevent imminent harm pending arbitration. Claims related to intellectual property infringement may be brought in court.

14.5 Governing Law and Venue

These Terms shall be governed by and construed in accordance with the laws of the State of Michigan, without regard to its conflict of law provisions. For any disputes not subject to arbitration, you consent to the exclusive jurisdiction of the state and federal courts located in Livingston County, Michigan.

15. General Provisions

15.1 Entire Agreement

These Terms, together with the Privacy Policy and any other agreements referenced herein, constitute the entire agreement between you and CaptureLedger LLC regarding the Service and supersede all prior negotiations, representations, or agreements.

15.2 Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable, the remaining provisions will continue in full force and effect. The invalid provision will be modified to the minimum extent necessary to make it enforceable.

15.3 Waiver

Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. Any waiver of any provision must be in writing and signed by an authorized representative.

15.4 Assignment

You may not assign or transfer any of your rights or obligations under these Terms without our prior written consent. We may freely assign these Terms in connection with a merger, acquisition, or sale of assets.

15.5 Force Majeure

We will not be liable for any failure or delay in performance resulting from causes beyond our reasonable control, including natural disasters, acts of government, internet outages, cyberattacks, or other circumstances beyond our reasonable control.

15.6 No Third-Party Beneficiaries

These Terms do not create any third-party beneficiary rights.

15.7 Notices

We may provide notices to you via email to the address associated with your account or via in-app notification. You may provide notices to us at support@captureledger.com.

15.8 Headers

Section headings are for convenience only and have no legal or contractual effect.

16. Contact Information

For questions about these Terms of Service, please contact: