Terms and Conditions

Acceptance of Terms

Ledgre, LLC (referred to as “Ledgre,” “us” or “we”), provides the website (https://ledgre.ai) and related mobile application (“Application” and, collectively with the website, the “Site”). We provide the Site and the services offered on the Site (collectively referred to as “Services”), subject to your compliance with these Terms and Conditions of Use (“Terms”), as well as any other written agreement(s) between us and you and our Privacy Policy.

We reserve the right to change these Terms from time to time for any reason and without notice to you. You acknowledge and agree that you are responsible to periodically review the Site and these Terms. You acknowledge and consent that your continued use of the Site and Services after such modifications will constitute acceptance of the modified Terms.

As used in these Terms, references to our “Affiliates” include our owners/members (such as Innago, LLC), licensees, assigns, subsidiaries, affiliated companies, officers, directors, suppliers, partners, sponsors, advertisers, in their individual and business capacities, and includes (without limitation) all parties involved in creating, producing, and/or delivering the Site and/or Services.

BY REGISTERING AND/OR USING THE SITE AND SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT WISH TO BE BOUND BY THESE TERMS, PLEASE EXIT THE SITE IMMEDIATELY. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE SITE, THE SERVICES, OR THESE TERMS IS TO CEASE USING THE SITE AND/OR THOSE PARTICULAR PRODUCTS OR SERVICES.

Equal Housing Opportunity

Ledgre is committed to ensuring everyone is treated fairly and respectfully. We expect all users to comply with local, state and federal fair housing laws, including those laws that expressly protect individuals based on sexual orientation, gender identity and/or expression, source of income, veteran status, disability, marital status or age. We also strongly encourage our users to look beyond fair housing laws and treat others without prejudice. By using our Services, Landlords and property managers agree to adhere to all applicable federal, state and local fair housing laws.

Service Offerings

Age Requirement

You represent and warrant that you are at least eighteen (18) years or the requisite age of majority in your jurisdiction, and that you have the right, authority, and capacity to enter into, perform your obligations under, and abide by these Terms. If you do not meet this age requirement, you may not, under any circumstances or for any reason, access the Site or use the Services.

Services

The Services provided via the Site are currently designed to allow people or entities that wish (and have the right) to rent or lease or sublet their properties located in the United States (“Landlords”) to organize property transactions, track expenses, and automate rental accounting through the Site. You acknowledge and agree that:

• Ledgre does not participate in any actual lease transactions, including, without limitation, negotiations, discussions, or proposals, and you expressly waive any requirement that purports to impose on Ledgre an obligation to perform any services other than those it expressly undertakes.
• Ledgre does not render legal, brokerage, or other professional advice or services to its customers or any entity that accesses the Site or uses the Services.
• Ledgre is not undertaking any, and has no, duties to customers, including, without limitation, the obligation to inspect rental properties, to verify the veracity of information in an advertisement, or to interview or otherwise screen customers.
• Ledgre may utilize certain artificial intelligence and machine learning algorithms that can be trained to recognize and search for certain patterns, objects, and events, and that such recognition is developed over time based on your use of the Site, including any input provided by customers and affiliated users. You further acknowledge and agree that any output is dependent, in part, on such input, as well as information and data otherwise made available to the Site through customers and affiliated users. As such, Ledgre makes no representation or warranty that any particular output will be accurate, timely, or error-free. You remain responsible for monitoring, verifying, and reviewing the operation of such processes, including without limitation any inputs or outputs for the Site and Services.

Changes to Site/Services

We may add or remove certain functionality and features of the Services from time-to-time. FURTHER, WE RESERVE THE SOLE RIGHT TO EITHER MODIFY OR DISCONTINUE THE SITE, INCLUDING ANY SERVICES OR FEATURES THEREIN, AT ANY TIME WITH OR WITHOUT NOTICE TO YOU. WE SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY SHOULD WE EXERCISE SUCH RIGHT. MODIFICATIONS MAY INCLUDE, BUT ARE NOT LIMITED TO, CHANGES IN THE PRICING STRUCTURE, THE ADDITION OF FREE OR FEE-BASED SERVICES, OR CHANGES TO LIMITATIONS ON ALLOWABLE CONTENT, FILE SIZES OR FILE TYPES. ANY NEW FEATURES THAT AUGMENT OR ENHANCE THE THEN-CURRENT SERVICES ON THE SITE SHALL ALSO BE SUBJECT TO THESE TERMS.

No Guarantee

Although Ledgre works diligently to provide quality Services, you understand and acknowledge that we cannot promise or guarantee specific results from using the Site or Services available on the Site.

Temporary Interruptions

You understand and agree that temporary interruptions of the Site may occur that are out of our control. You also understand and agree that we have no control over the third-party networks or service(s) that we may use to provide you with Services. You agree that the Services available on the Site are provided “AS IS” and that we assume no responsibility for the timeliness, deletion, mis-delivery or failure to store any user communications or personalization settings.

Use of Chat Feature

You acknowledge and agree that the Services may allow you to use a “Chat” feature. You acknowledge and agree that Ledgre does not monitor your use of the Chat feature. In using the Chat feature, you acknowledge and agree that you shall not request from anyone nor provide anyone sensitive information through the Chat feature, including but not limited to social security numbers, birth dates, financial account numbers, drivers’ license numbers, or any other personal information. You acknowledge and agree that Ledgre is not liable for any damages to any user or to any other party for any unauthorized disclosure or breach of information disclosed in violation of this section. You acknowledge and agree that you shall be solely and completely liable for any damages to any user or to any other party for any such unauthorized disclosure or breach and for any claim asserted by a user under any federal or state law that arises, relates to, or concerns any invasion of privacy, and hereby you agree to defend, indemnify, and hold harmless Ledgre for any such claims brought against Ledgre arising out of your violation of this section.

Application

If we provide an Application, then subject to your compliance with these Terms, we grant you a limited non-exclusive, non-transferable license to download and install a copy of the Application on a single mobile device or computer that you own or control and run such copy of the Application solely for your own personal use. We reserve all rights in the Application not expressly granted to you by these Terms.

• We both acknowledge that these Terms bind you and us only, not Apple or Google or any other app store provider (each, the “App Store”), and that the App Store is not responsible for the Application or the content;
• The Application is licensed to you on a limited, non-exclusive, non-transferable, non-sublicensable basis, solely to be used in connection with the Services for your private, personal, non-commercial use, subject to these Terms that apply to the Services;
• You will only use the Application in connection with a device that you own or control;
• You acknowledge and agree that the App Store has no obligation whatsoever to furnish any maintenance and support services with respect to the Application;
• If the Application fails to conform to any applicable warranty, including those implied by law, you may notify the App Store of such failure; upon notification, the App Store’s sole warranty obligation to you will be to refund you the purchase price, if any, of the Application;
• You acknowledge and agree that we, and not the App Store, are responsible for addressing any claims you or any third party may have regarding the Application;
• You acknowledge and agree that, if any third-party claim is made that the Application (or your possession and use of the Application) infringes that third party’s intellectual property rights, we, and not the App Store, will be responsible for the investigation, defense, settlement and discharge of any such infringement claim;
• In accessing the Site, you represent and warrant that you are not located in a country subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country, and that you are not listed on any U.S. Government list of prohibited or restricted parties;
• We both acknowledge and agree that, while accessing or using the Application, you will comply with any applicable terms of third-party agreements that may affect or be affected by such access or use; and
• We both acknowledge and agree that the App Store and the App Store’s subsidiaries are third party beneficiaries of these Terms, and that upon accepting these Terms, the App Store will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as the third-party beneficiary hereof.

Payment

Payment and Billing

You must pay us for Services as and when reasonably requested by us. Amounts you owe to third parties (e.g. for rent, Screening Services, renter’s insurance and utility bills) shall be payable as mutually agreed between you and the relevant other party. You acknowledge that in any transaction you authorize with us or any relevant other party, your personal and financial information is provided to Plaid, Inc. or Stripe, Inc. as the payment processor, and your personal and financial information will be collected, transferred, or stored in accordance with Plaid, Inc.’s Privacy Policy at plaid.com/legal/#consumers or Stripe, Inc.’s Privacy Policy at stripe.com/privacy.

Authorization

WE MAY SUBMIT TRANSACTIONAL CHARGES TO YOUR ACCOUNT OR CARD WITHOUT FURTHER AUTHORIZATION FROM YOU, UNTIL YOU PROVIDE NOTICE (RECEIPT OF WHICH IS CONFIRMED BY US) THAT YOU HAVE TERMINATED THIS AUTHORIZATION OR WISH TO CHANGE YOUR PAYMENT METHOD. SUCH NOTICE WILL NOT AFFECT CHARGES SUBMITTED BEFORE WE COULD REASONABLY ACT.

No Refunds or Deductions

Fees paid and/or payable to us are non-refundable for any reason, even if we terminate your account or you have not received fees owed to you by third parties. You may not make any deductions from our fees for amounts you might owe to third parties for any reason. You acknowledge and agree that you are solely responsible for the fees, commissions and other charges owed to third parties in connection with any property, and you have no right to deduct such amounts from our fees.

Taxes

You agree to be and are responsible for withholding, filing, and reporting all taxes (except our U.S. income taxes), duties and other governmental assessments associated with your activity on the Site and/or using the Services, including, without limitation, any payments made or received in connection with a rental transaction. If we are required by federal tax law to collect IRS Form W-9 from certain individuals, including property owners or Landlords regarding property in the United States, you will promptly comply with any such request for completed forms and relevant information. You understand and agree that you are solely responsible for determining your applicable tax reporting requirements in consultation with your tax advisers. We cannot and do not offer tax-related advice.

If you choose to purchase any of the Services provided on the Site, you agree to pay for each Service, including all associated fees. Your failure to pay for any Service may result, in Ledgre’s sole discretion: (i) in Ledgre rejecting the selected payment method subject to Ledgre’s validation and acceptance; and (ii) Ledgre closing or suspending the account.

Rules Regarding Conduct, Posting Policies & Third Party Websites

General

You: (i) represent and warrant that you own the properties that are the subject of your transactions, or have all legal and contractual rights to make the listing available and complete a rental transaction with respect thereto, and that the properties are located in the United States, and (ii) shall not store any personal information about any other user other than to complete and fulfill a rental transaction, and (iii) are solely responsible for your properties, and any rental transactions you enter into, and that none of the foregoing will: (1) breach any agreement or obligation to any third party (including, without limitation, a property rental agreement or HOA agreement), or (2) violate any applicable law, rules or regulations (including, without limitation, anti-discrimination, housing, zoning laws and ordinances and local, state, and federal rental laws). Nothing herein or on the Services shall be considered legal advice and we disclaim all responsibility for your legal compliance obligations. We reserve the right, at any time and without prior notice, to remove or block any access to the Services for any reason or no reason.

Restrictions

You shall not:

• recruit, solicit or encourage any other user to use third party services or websites that are competitive to ours,
• use the Site or Services in order to circumvent the obligation to pay any fees related to our provision of the Services,
• take any action that imposes or may impose (as determined by us in our sole discretion) an unreasonable or disproportionately large load on our (or our third party providers’) infrastructure,
• interfere or attempt to interfere with the proper working of the Services or any activities conducted on the Services,
• bypass, circumvent or attempt to bypass or circumvent any measures we may use to prevent or restrict access to the Services (or other accounts, computer systems or networks connected to the Services),
• run any form of auto-responder or “spam” on the Services;
• use manual or automated software, devices, or other processes to “crawl” or “spider” any page of the Site,
• harvest or scrape any Ledgre Content or User Content from the Services,
• otherwise take any action that violates our guidelines and policies,
• decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Services,
• modify, translate, or otherwise create derivative works of any part of the Services, or
• copy, rent, lease, distribute, or otherwise transfer any of the rights that you receive hereunder.

You shall abide by all applicable local, state, national and international laws and regulations.

User Content Guidelines

Your use of the Site is subject to all applicable laws and regulations, and you are solely responsible for any User Content or information or posts you leave on the Site. By posting information on the Site or allowing any third party or agent to use or post information on the Site on your behalf, or by otherwise using or having a third party use any communications service, or other interactive service available on the Site, you agree that you will not post comments, messages, links, code or other information that:

• is unlawful, threatening, abusive, harassing, defamatory, deceptive, fraudulent, tortious, invasive of another’s privacy, or includes graphic descriptions of sexual or violent content;
• victimizes, harasses, degrades, or intimidates an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age, disability, or any other legally protected category;
• infringes on any patent, trademark, trade secret, copyright, right of publicity, or other proprietary right of any party;
• consists of unsolicited advertising, junk or bulk email (also known as “spam”), chain letters, any other form of unauthorized solicitation, or any form of lottery or gambling;
• contains any form of malicious code, files, or programs that are designed or intended to disrupt, damage, or limit the functionality of any software, hardware, or telecommunications equipment or otherwise causes damage, or allows you to obtain unauthorized access to any data or other information of any third party;
• breaches the security of, compromises or otherwise allows access to secured, protected or inaccessible areas of the Site, or attempts to gain access to other network or server via your account on the Site;
• impersonates any person or entity, including any of our employees or representatives; or
• engages in any other conduct which, in Ledgre’s sole discretion, is considered unauthorized or objectionable.

No Endorsement

You acknowledge, and understand and agree that we are not a party to any agreement entered into between any users of the Site, whether or not that agreement is provided through the Services, and you acknowledge that you are solely responsible for your own legal review, interactions, correspondence, and transactions with other users of the Services, whether on the Site or Services, in person, or otherwise.

Ledgre urges that you exercise good judgment and common sense, and conduct all necessary, appropriate, and prudent inquiry, investigation, research, and due diligence, and take all necessary precautions when interacting with others or posting content. Ledgre neither endorses nor assumes any liability for any material uploaded or submitted by users on any part of the Site. Although we do not pre-screen, police or monitor content posted on the Site, we and our agents reserve the right, in our sole discretion, to remove all postings that we determine do not comply with these Terms and any other rules of user conduct for the Site, or that we feel are otherwise harmful, objectionable, or inaccurate. We are not responsible for any failure or delay in removing such postings.

Advertising

Some Services may be supported by advertising revenue, and you hereby agree that we may display advertising, promotions, sponsored listings, and the like on the Site, Services and on, around, and in connection with your User Content.

Third-Party Sites and Information

The Site may redirect or link to other websites on the Internet, or may otherwise include references to information, products or services made available by unaffiliated third parties. While we make every reasonable effort to work with trusted, reputable providers, from time to time such sites may contain information, material or policies that some may find inappropriate or personally objectionable. You understand and agree that we are not responsible for the accuracy, completeness, decency or legality of content hosted by third party websites, nor are we responsible for errors or omissions in any references made on those websites. The inclusion of such a link or reference is provided merely as a convenience and does not imply endorsement of, or association with the Site or party by us, or any warranty of any kind, either expresses or implied, of the content.

Promotions

From time to time, the Site may include advertisements offered by third parties. You may enter into correspondence with or participate in promotions of the advertisers showing their products on the Site. Any such correspondence or promotions, including the delivery of and the payment for goods and services by those third parties, and any other terms, conditions, warranties or representations associated therewith, are solely between you and the advertiser. We assume no liability, obligation or responsibility for any part of any such correspondence or promotion.

Ledgre Intellectual Property

Content

For purposes of these Terms, “content” is defined as any information, communications, software, published works, photos, video, graphics, music, sounds, or other material that can be viewed by users on the Site and is owned by or licensed to Ledgre or its Affiliates (referred to herein as “Ledgre Content”).

Ownership of Ledgre Content

By accepting these Terms, you acknowledge and agree that all content presented to you on the Site is protected by any and all intellectual property and/or other proprietary rights available within the United States and is the sole property of Ledgre or its Affiliates or its licensors. All custom graphics, icons, logos and service names and marks are trademarks or service marks of Ledgre or its Affiliates. All other trademarks or service marks are property of their respective owners. Nothing in these Terms grants you any right to use any trademark, service mark, logo, and/or the name of Ledgre or its Affiliates.

Limitations on Use of Ledgre Content

Except for a single copy made for personal use, you may not copy, reproduce, modify, republish, upload, post, transmit, or distribute any content from the Site in any form or by any means whatsoever without prior written permission from us. Any unauthorized use of Ledgre Content violates our intellectual property interests and could result in criminal or civil penalties.

No Warranty for Third-Party Infringement

Neither we nor our Affiliates warrant or represent that your use of materials displayed on, or obtained through, the Site will not infringe the rights of third parties.

Your Content

Your Intellectual Property Rights

Subject to our Privacy Policy, any communication or material that you transmit to the Site or to us, whether by email or other means, for any reason, will be treated as non-confidential and non-proprietary user content (“User Content”). While you retain all rights to the User Content, you grant us (including our employees and Affiliates), a non-exclusive, irrevocable, paid-up, perpetual, and worldwide right to copy, distribute, display, publish, translate, adapt, modify, and otherwise use the User Content for any purpose whatsoever, regardless of the form or medium in which it is used.

Artificial Intelligence

You grant Ledgre a perpetual, irrevocable, worldwide, transferable, sublicensable, royalty-free, unrestricted right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Site and Services (including, without limitation, information concerning data derived therefrom), and Ledgre will be free to:

• use such information and data to improve and enhance the Site and Services and for other development, diagnostic and corrective purposes in connection with the Site and Services and other Ledgre and Affiliate offerings, including without limitation to train artificial intelligence support services;
• disclose such data solely in aggregate or other de-identified form in connection with its business; and
• incorporate such data into the Site and Services along with any suggestions, enhancement requests, recommendations or other feedback provided by you or any affiliated users relating to the operation of the Services.

For the avoidance of doubt, any input into the Services, including prompts, searches, inquiries, and other directly related inputs are included in such license.

Copyright Policy

We respect others’ intellectual property rights and ask you to do the same. In instances where we are notified of allegedly infringing Ledgre or User Content through our DMCA Agent, we may decide to remove access or disable access to such materials, in compliance with the safe harbor provisions of the Digital Millennium Copyright Act, 17 U.S.C. § 512(c). We may also make a good faith attempt to contact the person who submitted the affected material so that they may make a counter-notification.

Designated Agent

In accordance with the Digital Millennium Copyright Act of 1998, Title 17 of the United States Code, Section 512 (“DMCA”), we will respond promptly to claims of copyright infringement that are reported to the agent that we have designated to receive notifications of claims infringement (the “Designated Agent”). Our Designated Agent is:

Rights Holders

If you are a copyright owner (or authorized to act on behalf of the copyright owner) (collectively, “Rights Holder”) and believe that your work’s copyright has been infringed, please report your notice of infringement to us by providing our Designated Agent with a written notification of claimed infringement that includes substantially the following information:

1. Reasonably sufficient details about the nature of the copyrighted work in question, or, in the case of multiple alleged infringements, a representative list of such works. This should include, title(s), author(s), any U.S. Copyright Registration number(s), URL(s) etc.;
2. Reasonably sufficient details to enable us to identify and locate the material that is allegedly infringing the Rights Holders’ work(s) (for example, file name or URL of the page(s) that contain(s) the material);
3. The Rights Holder’s contact information so that we can contact them (including for example, the Rights Holder’s address, telephone number, and email address);
4. A statement that the Rights Holder has a good faith belief that the use of the material identified above in (ii) is not authorized by the copyright owner, its agent, or the law;
5. A statement, under penalty of perjury, that the information in the notification is accurate and that the Rights Holder is authorized to act on behalf of the copyright owner; and
6. The Rights Holder’s electronic signature.

We will investigate notices of copyright infringement and take appropriate actions under the DMCA. Inquiries that do not follow this procedure may not receive a response.

Disclaimer of Warranties

ALL CONTENT AND SERVICES ON THE SITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THE WARRANTY OF NON-INFRINGEMENT.

WITHOUT LIMITING THE FOREGOING, WE MAKE NO WARRANTY THAT:

1. THE CONTENT OR SERVICES WILL MEET YOUR REQUIREMENTS;
2. THE CONTENT, SERVICES OR SITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE;
3. THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE CONTENT OR SERVICES OFFERED WILL BE EFFECTIVE, ACCURATE OR RELIABLE; OR
4. THE QUALITY OF ANY CONTENT OR SERVICES PURCHASED OR OBTAINED BY YOU FROM THE SITE FROM US OR OUR AFFILIATES WILL MEET YOUR EXPECTATIONS OR BE FREE FROM MISTAKES, ERRORS OR DEFECTS.

YOU ARE ON NOTICE THAT THE SITE COULD INCLUDE TECHNICAL OR OTHER MISTAKES, INACCURACIES OR TYPOGRAPHICAL ERRORS. WE RESERVE THE RIGHT TO CHANGE, UPDATE, OR MODIFY THE LEDGRE CONTENT AND SERVICES ON THE SITE, INCLUDING THE PRICES AND DESCRIPTIONS OF ANY PRODUCTS OR SERVICES LISTED HEREIN, AT ANY TIME WITHOUT NOTICE. THE CONTENT OR PRODUCTS AVAILABLE AT THE SITE MAY BE OUT OF DATE, AND WE MAKE NO COMMITMENT TO UPDATE SUCH CONTENT OR PRODUCTS.

THE USE OF THE SERVICES OR THE DOWNLOADING OR OTHER ACQUISITION OF ANY PRODUCTS OR CONTENT THROUGH THE SITE IS DONE AT YOUR OWN DISCRETION AND RISK AND WITH YOUR AGREEMENT THAT YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM SUCH ACTIVITIES.

While using the Site, you may have the opportunities to engage in commercial transactions with other users and vendors. You acknowledge that all transactions relating to any products or services provided by any third party, including, but not limited to the purchase terms, payment terms, warranties, guarantees relating to such transactions, are agreed to solely between you and the seller of such products or services.

WE MAKE NO WARRANTY REGARDING ANY TRANSACTIONS EXECUTED THROUGH A THIRD PARTY, OR IN CONNECTION WITH THE SITE, AND YOU UNDERSTAND AND AGREE THAT SUCH TRANSACTIONS ARE CONDUCTED ENTIRELY AT YOUR OWN RISK. ANY WARRANTY PROVIDED IN CONNECTION WITH ANY SERVICES OR CONTENT AVAILABLE ON OR THROUGH THE SITE FROM A THIRD PARTY IS PROVIDED SOLELY BY SUCH THIRD PARTY, AND NOT BY US NOR ANY OF OUR AFFILIATES.

SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. PLEASE REFER TO THE LAWS IN YOUR JURISDICTION.

Limitation of Liability, Indemnification & Releases

Your exclusive remedy and our entire liability, if any, for any Claims (as defined below) arising out of these Terms and your use of the Site and our Services is limited to the amount you paid us for Services purchased on the Site during the twelve-month (12) period before the act giving rise to the liability.

IN NO EVENT SHALL WE OR OUR AFFILIATES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOSS OF USE, DATA OR PROFIT LOSS, INCLUDING DATA OR FINANCIAL LOSS ASSOCIATED WITH YOUR ACTIONS OR PRACTICES THAT COMPROMISE THE SECURITY, CONFIDENTIALITY, OR INTEGRITY OF LEDGRE’S CYBERSECURITY MEASURES, WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND ON ANY THEORY OF LIABILITY, ARISING OUT OF THE USE OF THE SITE OR OF ANY WEBSITE REFERENCED OR LINKED TO FROM THE SITE.

FURTHER, WE ARE NOT LIABLE IN ANY WAY FOR THIRD PARTY PROMISES REGARDING OUR SERVICES OR CONTENT OR FOR ASSISTANCE IN CONDUCTING COMMERCIAL TRANSACTIONS WITH THE THIRD PARTY THROUGH THE SITE, INCLUDING, WITHOUT LIMITATION, THE PROCESSING OF ORDERS.

SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR PUNITIVE, CONSEQUENTIAL, INDIRECT, SPECIAL, OR INCIDENTAL DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. THESE LIMITATIONS SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW.

Indemnification

You agree to defend, indemnify, release, and hold harmless Ledgre and its Affiliates for any and all Claims arising out of or in connection with:

1. Your misuse of the Service or the Site;
2. Any breach (or alleged breach) of your obligations in these Terms or any breach of your representations, warranties, or obligations set forth in these Terms;
3. Your negligence, fraud, misrepresentation, willful misconduct, violation of applicable law, or infringement of the rights of any person or entity.

You acknowledge and agree that you are solely and completely liable for any damages to any user or to any other party for any unauthorized disclosure or breach of information disclosed by you in violation of these Terms, and you agree to defend, indemnify, release, and hold harmless Ledgre for any claims brought or damages assessed against Ledgre arising out of your violation of these Terms.

Release

You further agree that because Ledgre is an advertising venue, if you have a dispute with one or more users, you release Ledgre, its parent and Affiliates from Claims of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of such disputes.

If you are a California resident, you waive California Civil Code §1542, which states: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.”

Miscellaneous Provisions

Additional Terms

We reserve the right, in our sole discretion and at any time and for any reason, to modify or discontinue any aspect or feature of our Site or Services or to modify these Terms. Additionally, we may provide you with operating rules or additional terms that govern your use of specific features of our Services (“Additional Terms”). Any Additional Terms will be incorporated into these Terms. To the extent any Additional Terms conflict with these Terms, the Additional Terms will control.

Governing Law

The Site is controlled and operated from our offices in Hamilton County, Ohio. Accordingly, Ohio law shall govern, regardless of conflicts of law principles. You agree to submit to the exclusive personal jurisdiction and venue of the federal or state courts of Hamilton County, Ohio, for any claims, litigation, or disputes arising out of or related to the Site or Services.

Notices

All notices must be in writing and sent via email or conventional mail. Notices to us must be sent to:

• Email: support@ledgre.ai
• Mail: Ledgre, LLC, 1308 Race Street, Cincinnati, OH 45202

You agree that we may send notices to the email address or mailing address we have on file for you. Notices will be deemed delivered based on the following:

1. On the delivery date if delivered personally;
2. Two business days after deposit with a commercial carrier, with verification of receipt;
3. Five business days after mailing, if sent by U.S. mail with return receipt requested;
4. On the delivery date if transmitted by confirmed email.

No Third-Party Rights

Except as otherwise stated, nothing in these Terms is intended to confer rights or remedies upon any third party.

Force Majeure

We are excused from liability for non-delivery or delays in delivery of products or Services arising from events beyond our reasonable control, including but not limited to global pandemics, labor disturbances, wars, fires, adverse weather, governmental actions, and other unforeseeable events.

Savings Clause

If any part of these Terms is found invalid or unenforceable, that portion will be construed in a manner consistent with applicable law, reflecting the parties’ original intentions, and the remaining provisions will remain in full force and effect.

No Waiver

Our failure to enforce any provision of these Terms shall not constitute a waiver of that provision or any other rights we have under these Terms.

Assignment

You may not assign these Terms or any rights or obligations hereunder without our prior written consent. Any such unauthorized assignment will be null and void. We may assign these Terms or any rights hereunder without your consent.

Entire Agreement

These Terms, together with the Privacy Policy and any Additional Terms, constitute the entire agreement between the parties regarding the subject matter and supersede all prior agreements or understandings. To the extent anything on the Site conflicts with these Terms, these Terms shall control.