Terms of Service

1. Who we are and acceptance of these Terms

PilotLedger is a cloud-based, double-entry accounting service operated by PILOTLAB LLC, a Wyoming limited liability company ("PILOTLAB LLC", "we", "us" or "our"). Our registered address is 1309 Coffeen Ave, Ste 1200, Sheridan, WY 82801, United States.

You accept these Terms when you create a PilotLedger account, click a button indicating that you agree, or use the Service. If you do not agree, do not create an account or use the Service.

PilotLedger is built for businesses, freelancers and other professional users. It is not intended for personal, family or household use. By accepting these Terms you confirm that:

• you are at least 18 years old;
• you are using the Service for business or professional purposes;
• if you accept on behalf of a company or other organization, you have authority to bind it to these Terms, and "you" means that organization; and
• you are not barred from receiving the Service under the laws of the United States or any other applicable jurisdiction (see section 27).

2. Definitions

In these Terms:

• "Service" means the PilotLedger web application, its features, the customer portal, the application programming interfaces and emails it sends, our free tools, and any related support we provide, as updated from time to time. It does not include Third-Party Services.
• "Customer" or "you" means the person or organization that creates an account and accepts these Terms.
• "Account" means your PilotLedger organization and the settings, users and data within it.
• "Customer Data" means all data that you or your Users enter into, upload to or create with the Service, including accounting records, contacts, invoices, bills, attachments and email content, but excluding Usage Data.
• "Users" means the individuals you invite or allow to sign in to your Account, such as your employees, partners, accountants or bookkeepers.
• "Portal Users" means your own customers who sign in to the customer portal you make available to them through the Service.
• "Usage Data" means technical and statistical information about how the Service is used and performs, such as logs, feature usage and error reports, which does not identify you or any individual.
• "Subscription" means the plan you choose (including the Free plan) and, for paid plans, the billing period you pay for.
• "Third-Party Services" means products and services provided by someone other than us, such as payment processors, email providers and exchange-rate sources.

3. Your account and security

To use the Service you must register with accurate and complete information and keep it up to date. You are responsible for:

• all activity that happens in your Account, whether by you, your Users or anyone using your Users' credentials;
• choosing who to invite as a User, assigning appropriate roles and permissions, and removing access when someone should no longer have it;
• keeping passwords and other credentials confidential, and making sure each User has their own login rather than sharing one;
• making sure your Users and Portal Users comply with these Terms and the Acceptable Use Policy.

Tell us promptly at support@pilotledger.net if you become aware of, or suspect, any unauthorized access to your Account or any other security incident affecting it. We may suspend access to an Account, or require a password reset, where we reasonably believe credentials have been compromised.

4. Plans, billing and payment

Plans. We offer a Free plan and paid plans. The features, usage limits (such as the number of Users, or the number of invoices and quotes per month) and current prices of each plan are shown on our pricing page and in Settings → Billing. Plan limits are enforced by the Service; when you reach a limit, you may need to upgrade or wait for the limit to reset before you can do more.

Billing. Paid Subscriptions are billed in advance, either monthly or yearly depending on the billing period you choose, and renew automatically for successive periods of the same length until cancelled. All fees are charged in US dollars. Payments are processed by Stripe, Inc. on our behalf; we do not store your full card details.

Taxes. Prices do not include taxes unless stated. You are responsible for any sales, use, value added, goods and services or similar taxes that apply to your purchase, other than taxes on our income. Where we are required to collect a tax, it will be shown on your invoice.

Upgrades. When you upgrade to a higher plan, the change takes effect immediately and you will be charged as shown at checkout.

Downgrades and cancellation. You can manage your Subscription, downgrade to a lower plan or cancel from Settings → Billing. Cancellation stops future renewal charges. When you move to a plan with lower limits or fewer features, features that are not included in the new plan stop being available, although your existing records remain in your Account (subject to section 19). It is your responsibility to make sure your usage fits the limits of the plan you choose.

Failed payments. If a payment fails, we or Stripe will notify you and may retry the charge. If payment is still outstanding after we have given you notice, we may suspend paid features or your Account, or move your Account to the Free plan, until the amount is paid.

Price changes. We may change our prices. We will give you at least 30 days' notice by email or in the Service before a price increase applies to your Subscription. The new price applies from your next renewal after the notice period ends. If you do not agree to the new price, you can cancel before it takes effect.

Billing disputes. If you think you have been charged incorrectly, contact us at support@pilotledger.net within 60 days of the charge so we can investigate. We would much rather resolve a billing problem directly than through a chargeback.

5. Refunds

New subscribers can request a full refund of the first payment for a paid plan, monthly or yearly, within 7 days of that payment. Other than that money-back guarantee, and except where required by law or stated in our Refund Policy, fees are non-refundable and we do not provide refunds or credits for partial billing periods, unused features or periods in which you did not use the Service. Our Refund Policy explains how to request a refund and forms part of these Terms.

6. Free plan and free tools

We may offer a Free plan, free tools on our website (such as the invoice generator) and trial or beta features. These are provided free of charge, "as is" and "as available", without any commitment to availability, support or continued existence. We may change their features and limits, or discontinue them, at any time. Where we discontinue the Free plan, we will give you reasonable notice so you can export your Customer Data or move to a paid plan.

7. Customer Data

You own your data. As between you and us, you own all Customer Data. We do not claim ownership of it.

Licence to us. You grant us a worldwide, non-exclusive, royalty-free licence to host, copy, process, transmit and display Customer Data only as needed to provide, secure, support and maintain the Service for you, to comply with law, and as otherwise permitted by these Terms. We do not sell Customer Data and do not use it to advertise to you or anyone else.

Your responsibilities. You are responsible for the accuracy, quality and legality of Customer Data, for the means by which you obtained it, and for having all rights, notices and consents needed for us to process it under these Terms.

Personal data. Where Customer Data includes personal data, our Data Processing Addendum ("DPA") applies and is incorporated into these Terms. Under the DPA, you act as the controller and we act as your processor (and, under the California Consumer Privacy Act, as your service provider). The third parties we use to process Customer Data are listed on our Subprocessors page.

Usage Data. We may collect and use Usage Data to operate, secure and improve the Service, and may publish aggregated statistics that do not identify you, your Users or any individual.

8. Privacy

Our Privacy Policy explains how we handle personal information that we collect for our own purposes, such as account holder details, billing contacts and website visitors. Customer Data processed on your behalf is governed by the DPA.

9. Acceptable use

You must use the Service in accordance with our Acceptable Use Policy, which is incorporated into these Terms. In addition, you must not:

• copy, modify, or create derivative works of the Service, except as permitted by law;
• sell, resell, rent, sublicense or otherwise make the Service available to third parties, other than your Users and Portal Users, without our written agreement;
• decompile, disassemble or reverse engineer the Service, except to the extent applicable law expressly allows despite this restriction;
• access the Service to build a competing product or copy its features or user interface; or
• use the Service in a way that breaches applicable law or the rights of others.

10. Your Users, Portal Users and accountants

You may invite Users up to the limit of your plan and may give your accountant or bookkeeper access as a User. Each User must accept these Terms, or you must ensure they comply with them. You are responsible for your Users' acts and omissions as if they were your own.

Where your plan includes the customer portal, you may invite your customers to view invoices and quotes, download documents and accept quotes as Portal Users. You decide who receives portal access and what you share there.

11. Important accounting disclaimer

Please read this section carefully. It applies to every plan.

• No professional advice. Nothing in the Service, our website, our articles, templates, guides, glossary, support responses or any other material we provide is tax, legal, accounting, audit, investment or financial advice. That material is general information only.
• Your entries, your responsibility. The Service records and reports the information you and your Users enter. You are solely responsible for the accuracy and completeness of your entries, the chart of accounts and tax rates you configure, how you categorize transactions, and the decisions you make based on the Service.
• Reports depend on your data. Financial statements, tax summaries and other reports are calculated from your data and settings. They are only as accurate as that data. Reports produced by the Service are not audited, reviewed or certified by us.
• Tax filings and compliance. You are responsible for preparing and filing your own tax returns, for registering for and collecting taxes, for meeting payroll, invoicing, bookkeeping and reporting obligations in every jurisdiction where you operate, and for checking that any invoice, tax rate or document produced with the Service meets the legal requirements that apply to you.
• Exchange rates. Where your plan includes multi-currency, exchange rates are obtained from third-party sources. They may be delayed, unavailable or inaccurate, may differ from the rates your bank applies, and are provided for information only. You may override them, and you are responsible for checking the rates used in your records.
• Consult a professional. You should consult a qualified accountant, tax adviser or lawyer about your specific circumstances before relying on the Service for tax filings, statutory accounts, lending applications or other important decisions.
• Record keeping. Laws in many countries require businesses to keep accounting records for a minimum period, often several years. The Service is not a records archive. You are responsible for keeping your records for any period required by law, including by regularly exporting your data and reports and keeping copies outside the Service.

12. Emails and documents you send to your customers

The Service lets you send invoices, quotes, statements, payment reminders and other messages to your customers and vendors, and lets you edit the templates used for them. These are your communications, sent on your instructions and on your behalf. You are responsible for:

• their content, accuracy and legality, including any amounts claimed;
• having a lawful basis, and any consent required, to contact each recipient;
• complying with laws on electronic communications, debt collection and consumer protection; and
• honouring requests from recipients to stop receiving messages where the law requires it.

We may limit or block sending where we reasonably believe it breaches these Terms, harms our sending reputation or is likely to be treated as spam.

13. Third-Party Services

The Service relies on or interoperates with Third-Party Services, including Stripe for subscription payments and email delivery providers for the messages the Service sends. Your use of a Third-Party Service is governed by that provider's own terms and privacy policy, and we are not responsible for Third-Party Services we do not control. If a Third-Party Service becomes unavailable or changes in a way that affects the Service, we may change or remove the related features.

14. Intellectual property

We and our licensors own all rights, title and interest in the Service, including its software, design, documentation, trademarks and content (other than Customer Data). Subject to these Terms and payment of applicable fees, we grant you a non-exclusive, non-transferable, non-sublicensable right during your Subscription to access and use the Service, and to allow your Users and Portal Users to do so, for your internal business purposes. All rights not expressly granted are reserved.

Feedback. If you send us suggestions, ideas or other feedback about the Service, you grant us a perpetual, irrevocable, worldwide, royalty-free licence to use it for any purpose without obligation to you. We are not required to use any feedback.

15. Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other that is marked as confidential or would reasonably be understood to be confidential. Customer Data is your Confidential Information. Non-public information about the Service, including pricing offered specifically to you and security information, is our Confidential Information.

Each party will use the other's Confidential Information only to perform its obligations or exercise its rights under these Terms, will protect it with at least reasonable care, and will disclose it only to its employees, contractors and advisers who need to know it and are bound by confidentiality obligations at least as protective as these. These obligations do not apply to information that is or becomes public through no fault of the receiving party, was already known to the receiving party without restriction, is independently developed, or is lawfully received from a third party without restriction. A party may disclose Confidential Information where required by law, after giving the other party reasonable notice where legally permitted.

16. Security

We use reasonable technical and organizational measures designed to protect the Service and Customer Data, as described on our Security page and in the DPA. No system is perfectly secure, and you are responsible for securing your own devices, networks and credentials and for configuring User roles appropriately.

17. Availability, maintenance and changes to the Service

We use commercially reasonable efforts to keep the Service available and to fix errors. We do not offer a service level agreement or uptime commitment unless we have agreed one with you in a written document signed by both parties.

The Service may be unavailable from time to time because of planned maintenance, emergency fixes, failures of Third-Party Services or the internet, or events outside our control. Where practical, we will schedule planned maintenance to minimize disruption.

We continually develop the Service and may add, change or remove features. If we remove a material feature of a paid plan during a billing period you have paid for, without replacing it with substantially similar functionality, you may cancel and request a pro-rata refund of prepaid fees for the remainder of that period.

18. Suspension and termination

By you. You may stop using the Service and cancel your Subscription at any time from Settings → Billing. To close your Account and have your Customer Data deleted, contact us at support@pilotledger.net from your account email address.

Suspension by us. We may suspend all or part of your access to the Service, with notice where reasonably practicable, if:

• you or your Users breach these Terms or the Acceptable Use Policy;
• fees are overdue after we have given you notice;
• your use poses a security risk to the Service or others, or could expose us or others to legal liability; or
• we are required to by law or by a court or government authority.

We will limit any suspension to what is reasonably necessary and restore access once the issue is resolved.

Termination by us. We may terminate your Account if you materially breach these Terms and do not cure the breach within 15 days after we notify you, or immediately for a serious or repeated breach, unlawful use, or where continuing would expose us to legal risk. We may also terminate the Free plan or any Subscription for convenience by giving you at least 30 days' notice, in which case we will refund any prepaid fees for the period after termination.

19. Effect of termination and your data

When your Account is closed or terminated:

• your right to use the Service ends, subject to the export window below;
• we will keep your Customer Data for 90 days after closure so that you can request an export or reactivate your Account, after which we permanently delete it from our active systems;
• deleted data may remain in our encrypted backups for up to 30 further days until those backups roll off, during which it is protected and not used for any other purpose; and
• we may retain limited information where required by law, such as billing records, or to resolve disputes and enforce these Terms.

You can export your data and reports at any time while your Account is active. We recommend doing so regularly and before you cancel. If your Account is terminated for breach or non-payment, we will still allow you to retrieve your Customer Data during the retention period on request, unless the law prevents us from doing so.

Sections that by their nature should survive termination will survive, including sections 5, 7, 11, 14, 15, 19, 20, 21, 22, 23, 24 and 30.

20. Disclaimer of warranties

To the maximum extent permitted by law, the Service, the free tools and all related materials are provided "as is" and "as available". We and our suppliers make no warranties of any kind, whether express, implied, statutory or otherwise, including any warranties of merchantability, fitness for a particular purpose, title, non-infringement or accuracy, and any warranties arising from course of dealing or usage of trade. We do not warrant that the Service will be uninterrupted, error-free or free of harmful components, that it will meet your requirements, or that any report, calculation, exchange rate or tax figure is correct or suitable for any legal or regulatory purpose.

Some jurisdictions do not allow certain warranties to be excluded. In those jurisdictions, the exclusions above apply only to the extent permitted.

21. Limitation of liability

To the maximum extent permitted by law:

1. No indirect damages. Neither party will be liable to the other for any indirect, incidental, special, consequential, exemplary or punitive damages, or for any loss of profits, revenue, business, goodwill or anticipated savings, or for any tax penalties, interest or fines, however caused and even if advised of the possibility.
2. Cap. Each party's total liability arising out of or relating to these Terms and the Service, in contract, tort (including negligence) or otherwise, is limited to the fees you paid us for the Service in the 12 months before the event giving rise to the claim. If you are on the Free plan and have paid us nothing in that period, our total liability is limited to US$100.
3. Exceptions. These limitations do not apply to your obligation to pay fees, to either party's indemnity obligations under section 22, or to your breach of section 9 or the Acceptable Use Policy.

Nothing in these Terms limits or excludes liability that cannot be limited or excluded under applicable law, such as liability for fraud, or for death or personal injury caused by negligence. The limitations in this section apply even if a remedy fails of its essential purpose, and reflect the allocation of risk on which our prices are based.

22. Indemnities

By you. You will defend, indemnify and hold harmless PILOTLAB LLC and its members, managers, employees and contractors from and against any third-party claim, and any resulting losses, damages, fines, costs and reasonable legal fees, arising from: (a) Customer Data, including any claim that it infringes a third party's rights or was collected or processed unlawfully; (b) emails, invoices and other communications you send through the Service; or (c) your or your Users' use of the Service in breach of these Terms or applicable law.

By us. We will defend you against any third-party claim alleging that the Service, as provided by us and used in accordance with these Terms, infringes that third party's intellectual property rights, and will pay damages and costs finally awarded against you or agreed in a settlement we approve. This does not apply to claims arising from Customer Data, Third-Party Services, the Free plan or free tools, your modifications, or combination of the Service with anything we did not provide. If the Service is, or we believe it is likely to be, subject to such a claim, we may obtain the right for you to keep using it, modify it so it is no longer infringing, or terminate your Subscription and refund prepaid fees for the remaining period. This paragraph states our entire liability for intellectual property infringement claims.

Conditions. The party seeking indemnity must notify the other promptly of the claim, give the indemnifying party sole control of the defence and settlement (although it may not settle in a way that admits fault or imposes obligations on the indemnified party without that party's consent), and provide reasonable cooperation at the indemnifying party's expense.

23. Governing law and venue

These Terms and any dispute arising out of or relating to them or the Service are governed by the laws of the State of Wyoming, United States, without regard to its conflict of laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply. Subject to section 24, each party agrees to the exclusive jurisdiction of the state and federal courts located in Wyoming, and waives any objection to venue there. Either party may seek urgent injunctive relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information.

24. Dispute resolution

Talk to us first. Before starting any formal proceeding, the party with a dispute must send the other a written notice describing it and the remedy sought. Notices to us go to support@pilotledger.net. Both parties will then try in good faith to resolve the dispute informally for at least 30 days. Most issues can be resolved this way.

Individual claims. To the extent permitted by law, each party may bring claims against the other only in its individual capacity and not as a plaintiff or class member in any purported class, collective or representative proceeding. Nothing in these Terms requires arbitration.

Time limit. To the extent permitted by law, any claim relating to these Terms or the Service must be brought within one year after the cause of action arises.

25. Changes to these Terms

We may update these Terms from time to time. If we make a material change, we will notify you by email to your account email address or through the Service at least 30 days before the change takes effect, unless the change is required sooner by law or relates to a new feature, in which case it takes effect when we publish it. We will update the effective date at the top of these Terms. If you do not agree to a change, you may cancel before it takes effect; continuing to use the Service after it takes effect means you accept the updated Terms.

26. Assignment

You may not assign or transfer these Terms without our prior written consent, except to a successor to all or substantially all of your business or assets, provided you notify us. We may assign these Terms to an affiliate or in connection with a merger, acquisition, corporate reorganization or sale of all or substantially all of our assets, and will notify you if we do. These Terms bind and benefit the parties and their permitted successors and assigns.

27. Export controls and sanctions

You must comply with all applicable export control and economic sanctions laws, including those of the United States. You represent that you are not located in, organized under the laws of, or ordinarily resident in a country or region subject to comprehensive US sanctions, and that neither you nor any User is on a US government list of prohibited or restricted parties. You must not permit anyone to access or use the Service in breach of these laws. We may suspend or terminate access where we reasonably believe it is necessary to comply with them.

28. Force majeure

Neither party is liable for any delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, including natural disasters, epidemics, war, terrorism, civil unrest, labour disputes, government action, failures of utilities, the internet or Third-Party Services, and denial-of-service or other cyberattacks that could not reasonably have been prevented. The affected party will use reasonable efforts to minimize the effect and resume performance.

29. Notices

We may give you notices by email to the address associated with your Account, or through the Service. You are responsible for keeping that address current. Notices to us must be sent by email to support@pilotledger.net; legal notices should also be sent in writing to PILOTLAB LLC, 1309 Coffeen Ave, Ste 1200, Sheridan, WY 82801, United States. Notices are effective when received, or for email, when sent unless we receive a delivery failure.

30. General

• Entire agreement. These Terms, together with the Refund Policy, Acceptable Use Policy, Data Processing Addendum and any order form or written agreement signed by both parties, are the entire agreement between you and us about the Service and supersede all prior agreements and understandings on that subject. Any terms on your purchase orders or other documents do not apply.
• Order of precedence. If there is a conflict, a written agreement signed by both parties prevails, then the DPA (for the processing of personal data), then these Terms, then the other policies referred to in them.
• Severability. If any provision is held unenforceable, it will be enforced to the maximum extent permissible and the remaining provisions will stay in full force.
• No waiver. A failure or delay in enforcing a right is not a waiver of it.
• Independent parties. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency or employment relationship.
• No third-party beneficiaries. These Terms do not give rights to anyone other than you and us, except as stated in section 22.
• Language. These Terms are written in English. Any translation is for convenience only, and the English version prevails.

31. Contact us

If you have questions about these Terms, contact us:

• Email: support@pilotledger.net
• Phone: +1 888 370 6801
• Registered address: PILOTLAB LLC, 1309 Coffeen Ave, Ste 1200, Sheridan, WY 82801, United States
• Business address: 304 S. Jones Blvd, Las Vegas, NV 89107, United States