End User License Agreement

Subject to your compliance with this Agreement and payment of all applicable fees, LEDGERS grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Software during the term of your Subscription Plan, solely for your own internal business purposes (or, in the case of a Partner, for the purposes described in Section 9).

The Software is provided on a software-as-a-service ("SaaS") basis. No source code, object code, or installable binary is transferred to you under this Agreement except where a mobile application is downloaded onto your device through the Apple App Store or Google Play Store, in which case your use is also subject to the relevant app store's terms.

All rights not expressly granted to you under this Agreement are reserved by LEDGERS. No license, right, or interest in any LEDGERS trademark, trade name, logo, or service mark is granted under this Agreement.

You shall not, and shall not permit any third party to:

• copy, modify, adapt, translate, or create derivative works of the Software;
• reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, underlying ideas, algorithms, or data structures of the Software, except to the extent such restriction is prohibited by applicable law;
• rent, lease, lend, sell, sublicense, assign, distribute, or otherwise transfer rights in the Software to any third party, except as expressly permitted for Partners under Section 9;
• remove, obscure, or alter any proprietary notices on or within the Software;
• use the Software to build a competing product or service, or for benchmarking against a competing product, without LEDGERS' prior written consent;
• use automated means (bots, scrapers, or similar tools) to access the Software except through documented and authorised API access;
• circumvent or attempt to circumvent any usage limits, security measures, or access controls of the Software;
• introduce any virus, malware, or harmful code into the Software, or use the Software to transmit unsolicited communications or unlawful content;
• use the Software to file, generate, or submit fraudulent, falsified, or knowingly inaccurate tax, regulatory, or government filings; or
• use the Software in violation of any applicable law, including export control, anti-corruption, sanctions, tax, and data protection laws.

You must be at least 18 years of age (or the age of legal majority in your jurisdiction) and have the legal capacity to enter into this Agreement.

You are responsible for maintaining the confidentiality of your Account credentials and for all activity that occurs under your Account. You must notify LEDGERS immediately of any unauthorised access or use of your Account.

You agree to provide accurate, current, and complete information during registration and to keep such information updated. You are responsible for any consequences arising from inaccurate, outdated, or incomplete information, except where such information has been independently verified by LEDGERS through a KYC process.

Where your Subscription Plan permits multiple users, you are responsible for ensuring that each individual granted access complies with this Agreement, and for any acts or omissions of such individuals.

Use of the Software beyond any applicable free trial or free-tier limits requires payment of fees in accordance with the Subscription Plan selected. All fees are exclusive of applicable taxes (including GST, VAT, or sales tax) unless stated otherwise.

Fees are billed in advance on a recurring basis (monthly or annually, as selected) and are payable in the currency specified at checkout (INR, AED, or USD). Subscriptions renew automatically unless cancelled prior to the renewal date in accordance with your Account settings.

Refunds, cancellations, and changes of service are governed by the Refund and Cancellation Policy set out in the LEDGERS Terms & Conditions, including the 30-day satisfaction guarantee, applicable cancellation fees, and refund processing timelines described therein.

LEDGERS reserves the right to suspend or restrict your access to the Software, including access to Customer Data, in the event of non-payment of fees due, subject to reasonable prior notice.

LEDGERS may revise its fees and Subscription Plans from time to time. Changes will not apply retroactively to a then-current paid subscription term but may apply upon renewal, with prior notice provided to you.

As between you and LEDGERS, you retain all ownership rights in your Customer Data. This Agreement does not transfer any ownership rights in Customer Data to LEDGERS.

You grant LEDGERS a worldwide, royalty-free license to host, store, process, transmit, back up, and display Customer Data solely to the extent necessary to provide the Software, perform the Services, comply with applicable law, and as otherwise described in the LEDGERS Privacy Policy.

The collection, use, storage, transfer, retention, and disclosure of personal data and Customer Information is governed by the LEDGERS Privacy Policy, which is incorporated into this Agreement by reference.

Where the Software is used to generate, file, or transmit statutory or regulatory filings (including GST returns, TDS filings, EPF/ESI filings, UAE VAT or Excise returns, or U.S. tax forms), you remain solely responsible for the accuracy and completeness of the underlying data input into the Software, and for the correctness and timeliness of any resulting filing. The Software is a tool to facilitate such filings and does not constitute professional tax, legal, or accounting advice.

The Software integrates with government portals (such as GSTN, Protean/NSDL, MCA, and the UAE Federal Tax Authority), banking partners, and payment gateways. Your use of such integrations is also subject to the terms and availability of those third-party systems, over which LEDGERS has no control and for which LEDGERS disclaims liability arising from their unavailability, errors, or changes.

The Software, including all software code, user interfaces, designs, workflows, AI models and agents, documentation, and all intellectual property rights therein, are and shall remain the exclusive property of LEDGERS and its licensors. Nothing in this Agreement transfers any such intellectual property rights to you.

If you provide LEDGERS with suggestions, ideas, or feedback regarding the Software, you grant LEDGERS an unrestricted, perpetual, royalty-free license to use such feedback for any purpose without obligation or compensation to you.

"LEDGERS," the LEDGERS logo, and associated marks are trademarks of LEDGERS IT Services Private Limited. You may not use these marks without LEDGERS' prior written consent, except as reasonably necessary to identify that you are a customer or Partner of LEDGERS.

The Software includes AI-powered features, including automated reconciliation, journal posting, document extraction, and conversational AI agents (collectively, "AI Features"). AI Features are provided as productivity tools and their outputs may, in rare instances, be incomplete or contain inaccuracies.

You acknowledge that you are responsible for reviewing and verifying any output of an AI Feature before relying on it for financial reporting, statutory filings, payroll disbursement, or any other consequential business decision.

As described in the LEDGERS Privacy Policy, LEDGERS may use data, including Customer Data, for training and improving its AI models and systems, subject to the safeguards and purposes described in that Policy. Where you do not wish for your data to be used for such purposes, you may contact LEDGERS using the contact details in Section 16 to request an opt-out, subject to any technical or contractual limitations on doing so.

LEDGERS will use commercially reasonable efforts to maintain the availability of the Software but does not guarantee uninterrupted or error-free operation. Scheduled maintenance, third-party outages (including government portal downtime), and force majeure events may affect availability.

Support is provided in accordance with the support channels made available for your Subscription Plan (including in-app live chat, WhatsApp, and email support), as may be updated by LEDGERS from time to time.

LEDGERS may modify, update, or discontinue features of the Software at its discretion, provided that LEDGERS will use reasonable efforts to provide advance notice of any modification that materially reduces core functionality of a paid Subscription Plan.

Your license under Section 2 extends to creating, managing, and operating sub-accounts or workspaces on behalf of your End Clients, provided that each End Client has separately agreed to this Agreement, the Terms & Conditions, and the Privacy Policy, or has authorised you to agree on their behalf.

You are responsible for:

• obtaining all necessary consents and authorisations from your End Clients before inputting their data into the Software;
• the accuracy of any filings, computations, or advice you provide to End Clients using the Software;
• ensuring your End Clients' use of any sub-account complies with this Agreement; and
• your own compliance with applicable professional conduct rules and licensing requirements in connection with your use of the Software.

Where your Subscription Plan includes white-label or co-branded features, you may present the Software to your End Clients under your own branding to the extent enabled by such features, provided that you do not represent that you are the owner or developer of the underlying Software.

Nothing in this Agreement creates an employment, partnership, joint venture, or agency relationship between you and LEDGERS. You are not authorised to make any representation, warranty, or commitment on behalf of LEDGERS to your End Clients.

You shall not use information obtained through the Software, or your relationship with LEDGERS, to circumvent LEDGERS in any transaction directly facilitated by LEDGERS, in accordance with the non-circumvention terms set out in the applicable ASSURED by LEDGERS Terms, where relevant.

You agree to indemnify and hold harmless LEDGERS from any claim arising from your relationship with, representations to, or services rendered to your End Clients, except to the extent such claim arises from LEDGERS' breach of this Agreement or applicable law.

LEDGERS warrants that it will perform the Services using reasonable skill and care consistent with prevailing industry standards.

EXCEPT AS EXPRESSLY SET OUT IN THIS AGREEMENT, THE SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT THE SOFTWARE WILL BE ERROR-FREE, UNINTERRUPTED, OR SECURE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

The Software is not a substitute for independent legal, tax, or accounting advice. LEDGERS does not warrant that use of the Software will ensure compliance with any specific law or regulation, and you remain responsible for your own statutory and regulatory compliance.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LEDGERS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR YOUR USE OF THE SOFTWARE, EVEN IF LEDGERS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LEDGERS' TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU TO LEDGERS FOR THE SOFTWARE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

The limitations in this Section 11 shall not apply to: (a) your payment obligations; (b) your indemnification obligations under Section 12; (c) breach of Section 2.4 (License Restrictions); (d) gross negligence or wilful misconduct by either party; or (e) liability that cannot be limited or excluded under applicable law.

This Agreement commences on the date you first access or use the Software and continues until terminated as set out in this Section.

You may terminate this Agreement at any time by closing your Account, subject to settlement of any outstanding fees and the Refund and Cancellation Policy referenced in Section 4.3.

LEDGERS may suspend or terminate your access to the Software, with or without notice, if: (a) you breach this Agreement; (b) your Subscription Plan fees remain unpaid after notice; (c) LEDGERS reasonably suspects fraudulent, abusive, or unlawful use of the Software; or (d) required to do so by law or a government or regulatory authority.

Upon termination, your license to use the Software ends immediately. LEDGERS will provide you a reasonable opportunity, where feasible and subject to your Subscription Plan, to export your Customer Data prior to deletion, except where retention is required under applicable law or as described in the Privacy Policy.

Sections 5 (as it relates to data retained post-termination), 6, 10, 11, 12, 14, and 15 shall survive termination of this Agreement.

The governing law and forum applicable to you depends on the region in which your Account is registered:

• India: Governed by the laws of India; courts in Chennai, Tamil Nadu shall have exclusive jurisdiction, save where arbitration is elected under Section 14.4.
• United Arab Emirates: Governed by the laws of the UAE (and, where applicable, the laws of the relevant free zone); courts of Dubai, UAE shall have non-exclusive jurisdiction, save where arbitration is elected under Section 14.4.
• United States: Governed by the laws of the State of Delaware, without regard to conflict-of-laws principles; state and federal courts in Delaware shall have exclusive jurisdiction, save where arbitration is elected under Section 14.4.

Your applicable region is determined by the country selected at sign-up, your registered billing address, or the LEDGERS regional platform (India, UAE, or USA) through which you access the Software.

Before initiating formal proceedings, you agree to first contact LEDGERS to attempt good-faith resolution of any dispute.

Either party may elect to resolve a dispute arising out of this Agreement through binding arbitration conducted in English, with the seat and rules of arbitration being: (a) Chennai, India, under the Arbitration and Conciliation Act, 1996, for India-registered Accounts; (b) the Dubai International Arbitration Centre (DIAC) rules, seated in Dubai, UAE, for UAE-registered Accounts; or (c) the American Arbitration Association (AAA) Commercial Arbitration Rules, seated in Delaware, USA, for U.S.-registered Accounts. The arbitral award shall be final and binding.