Last updated: April 20, 2026

IMPORTANT NOTICE: THESE LEDGERPORT TERMS AND CONDITIONS (THE “TERMS”) CONTAIN A BINDING ARBITRATION PROVISION AND WAIVER OF JURY TRIALS AND CLASS ACTIONS GOVERNING DISPUTES ARISING FROM USE OF THE LEDGERPORT SITE AND SERVICES. THEY AFFECT YOUR LEGAL RIGHTS AS DETAILED IN THE MANDATORY ARBITRATION AND WAIVER OF CLASS ACTION SECTION BELOW. PLEASE READ CAREFULLY.

These Terms govern access to and use of LedgerPort (“LedgerPort,” “we,” “our,” or “us”) websites, applications, and services (collectively, the “Site”), operated by PushEngage LLC, a Florida limited liability company, located at 400 Executive Center Dr, Ste 208, West Palm Beach, Florida 33401, by individuals or entities who are any of the following (collectively, “you” or “your”):

• General website visitors to www.ledgerport.com and/or other URLs owned or operated by LedgerPort (each a “Website Visitor”);
• Subscribers or licensees to one or more of our products or services (“LedgerPort Services”) (each, a “Customer”); and
• Users of LedgerPort Services, including Authorized Users (as defined below) of Customer Accounts and other LedgerPort Service end users (each, a “User”).

By using the Site, you accept these Terms (whether on behalf of yourself or a legal entity you represent). If you are a Customer and have a service agreement in effect with LedgerPort (the “Corporate Terms”), then these Terms apply to the extent your use of the Site, including any of the LedgerPort Services, is not already governed by such Corporate Terms.

These Terms are intended to govern agreements with business or corporate Customers. These Terms shall not apply to you if you wish to obtain LedgerPort Services for personal use as a consumer (as defined by applicable consumer protection laws) and you shall not be entitled to avail yourself to any rights herein.

BY ACCESSING, USING, OR DOWNLOADING ANY MATERIALS FROM THE SITE, YOU AGREE TO FOLLOW AND BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, YOU ARE NOT AUTHORIZED AND MUST CEASE USING THE SITE IMMEDIATELY.

1. UPDATES AND COMMUNICATIONS

1.1. We may revise these Terms, including changing, deleting, or supplementing with additional terms and conditions from time to time in our sole discretion, including to reflect changes in applicable law. We will post the revised terms on the Site with a “last updated” date. IF YOU CONTINUE TO USE THE SITE OR THE LEDGERPORT SERVICES AFTER THE REVISIONS TAKE EFFECT, YOU AGREE TO BE BOUND BY THE REVISED TERMS. You agree that we shall not be liable to you or to any third party for any revision to the Terms.

1.2. You agree to receive all communications, correspondences, and notices that we provide in connection with our Site, including any LedgerPort Services, including, but not limited to, marketing and promotional messages, correspondence regarding our delivery of the LedgerPort Services, and providing you information related to your purchase of or subscription to the LedgerPort Services (“Communications”), via electronic means, including by e-mail, text, in-product notifications, or by posting them on or making them otherwise available through the Site. You agree to keep your Account contact information current. At any time, you can opt out of our email marketing and promotional messages by clicking the “unsubscribe” link in any email message.

2. DESCRIPTION OF SERVICES

2.1. Overview. LedgerPort is a data synchronization platform delivered as an embedded application and web-based service. LedgerPort enables Customers to connect their e-commerce platform(s) to accounting and financial management platform(s) to automate the synchronization of e-commerce and financial data between such platforms (“Sync Services”). Currently supported integrations include Shopify and QuickBooks Online, with additional platform integrations—including but not limited to Xero, WooCommerce, Magento, and Amazon—planned or in development. The availability of specific platform integrations may vary and is subject to change at LedgerPort’s discretion.

2.2. Sync Capabilities. The LedgerPort Services may include, but are not limited to, the synchronization of the following data types between connected platforms:

• Orders (including sales receipts, invoices, estimates, daily summaries, and tag-based routing)
• Products and product variants (including inventory and pricing data)
• Customer records and contact information
• Inventory levels (including location-specific tracking)
• Payments, refunds, and payouts (including gateway mapping)
• Tax rates and tax code mappings
• Custom field mappings between platforms

2.3. Third-Party Platform Dependencies. The LedgerPort Services require active, authorized accounts on third-party platforms such as Shopify, QuickBooks Online, Xero, WooCommerce, Magento, Amazon, and any other platforms that LedgerPort may integrate with from time to time (collectively, “Third-Party Platforms”). LedgerPort is not affiliated with, endorsed by, or sponsored by Shopify Inc., Intuit Inc., Xero Limited, WooCommerce, Adobe Inc., Amazon.com Inc., or any of their respective affiliates. Your use of such Third-Party Platforms is governed by their respective terms of service and privacy policies. LedgerPort does not control and is not responsible for the availability, accuracy, or functionality of any Third-Party Platform.

2.4. No Accounting or Financial Advice. LedgerPort is a data synchronization tool only. LedgerPort does not provide accounting, tax, financial, or legal advice. You are solely responsible for the accuracy of your financial records, tax filings, and compliance with applicable accounting standards. You should consult a qualified accountant or financial advisor regarding your accounting and tax obligations.

3. ACCOUNT REGISTRATION AND ACCESS

3.1. Account Creation. To access certain LedgerPort Services, you must create an account (“Account”). You may register using an email address and password, through Google OAuth, or through Shopify OAuth. You represent and warrant that all information you provide during registration is accurate, current, and complete, and you agree to update such information as necessary to maintain its accuracy.

3.2. Account Security. You are solely responsible for maintaining the confidentiality of your Account credentials and for all activities that occur under your Account. You agree to immediately notify LedgerPort of any unauthorized use of your Account or any other breach of security. LedgerPort will not be liable for any loss or damage arising from your failure to comply with this section.

3.3. Authorized Users. A Customer may authorize additional individuals to access and use the LedgerPort Services under the Customer’s Account (“Authorized Users”). The Customer is responsible for all actions taken by its Authorized Users and for ensuring that each Authorized User complies with these Terms. The number of Authorized Users permitted is determined by the Customer’s subscription plan.

3.4. Multi-Business Accounts. LedgerPort may permit Customers to manage multiple businesses or store connections within a single Account, subject to the limits of their subscription plan. Each business connection is a separate integration between a Shopify store and an accounting platform. The Customer is responsible for the accuracy and integrity of data across all connected businesses.

3.5. Platform Authorization. To use the Sync Services, you must authorize LedgerPort to access your accounts on the applicable Third-Party Platforms via OAuth or other authentication protocols. By granting such authorization, you represent and warrant that: (a) you have the legal authority to grant such access; (b) you are the owner of, or have been duly authorized by the owner to grant access to, the Third-Party Platform accounts; and (c) the granting of such access does not violate any agreement you have with the applicable Third-Party Platform provider.

4. DATA ACCESS, PROCESSING, AND RESPONSIBILITIES

4.1. Data Accessed from E-Commerce Platforms. In order to provide the Sync Services, LedgerPort accesses and processes the following categories of data from your connected e-commerce platform(s) (e.g., Shopify, WooCommerce, Magento, Amazon) (collectively, “E-Commerce Data”):

• Order data (order IDs, amounts, dates, line items, fulfillment and payment status, tags, shipping details, discounts, and refund information)
• Product data (titles, descriptions, SKUs, barcodes, variants, pricing, and inventory levels by location)
• Customer data (names, email addresses, phone numbers, billing and shipping addresses)
• Store configuration data (store name, domain, locations, collections, sales channels)

4.2. Data Accessed from Accounting Platforms. LedgerPort accesses and processes the following categories of data from your connected accounting platform(s) (e.g., QuickBooks Online, Xero) (collectively, “Accounting Data”):

• Accounting items (inventory items, non-inventory items, service items)
• Chart of accounts (income, expense, asset, and bank accounts)
• Customer records
• Tax codes and payment methods
• Classes and locations (for GL classifications and multi-location tracking)
• Transactional data (invoices, sales receipts, estimates, and their associated line items)

4.3. Your Data Responsibilities. You are solely responsible for: (a) the accuracy, quality, and legality of all data provided to, synced through, or generated by the LedgerPort Services; (b) the means by which you acquired such data; (c) ensuring that your use of the LedgerPort Services complies with all applicable laws, regulations, and industry standards, including but not limited to data protection laws, tax regulations, and accounting standards; and (d) reviewing all synced data for accuracy in your accounting platform before relying on it for financial reporting, tax filings, or other business decisions.

4.4. Sync Configuration. You acknowledge that the LedgerPort Services operate based on configuration settings established by you or your Authorized Users, including but not limited to: sync frequency, order sync methods, product matching methods, customer matching strategies, payment gateway mappings, tax handling preferences, and data mapping rules. LedgerPort is not responsible for errors, data discrepancies, or other issues resulting from incorrect or incomplete configuration by you.

4.5. Data Retention. LedgerPort retains sync logs, audit logs, and operational data in accordance with the retention periods associated with your subscription plan. Upon cancellation or termination of your subscription, LedgerPort will permanently delete all of your data, including sync configurations, mappings, logs, and any other data associated with your Account, within thirty (30) calendar days of the effective date of cancellation or termination, subject to any legal or regulatory obligations that may require longer retention. LedgerPort shall have no obligation to maintain or provide copies of your data after this thirty (30) day period.

4.6. OAuth Tokens and Credentials. LedgerPort stores encrypted OAuth access tokens and refresh tokens to maintain connections with your Third-Party Platform accounts. You may revoke LedgerPort’s access at any time through the applicable Third-Party Platform’s settings. Revocation of access will prevent LedgerPort from continuing to provide the Sync Services until access is re-authorized.

4.7. Usage Data. LedgerPort may collect, generate, store, and use diagnostic and usage-related data derived from your use of the LedgerPort Services (“Usage Data”). LedgerPort owns all right, title, and interest in Usage Data and may use it for its business purposes, including providing support, account management, industry analysis, benchmarking, analytics, and developing and improving its products and services. Any Usage Data that LedgerPort discloses will be de-identified and aggregated.

5. SUBSCRIPTION PLANS AND BILLING

5.1. Plans. The LedgerPort Services are offered through tiered subscription plans (e.g., Starter, Growth, Scale), each with different features, usage limits, and pricing. Current plan details, including pricing, order limits, sync frequency options, number of permitted connections, log retention periods, and available features, are published on the Site and may be updated from time to time.

5.2. Billing. Subscription fees may be billed through Shopify’s app billing system or through Stripe (credit/debit card payments), as applicable. You agree to pay all fees associated with your selected subscription plan in accordance with the billing terms presented at the time of purchase. All fees are stated in U.S. dollars unless otherwise indicated.

5.3. Billing Cycle. Subscriptions are billed on either a monthly or annual basis, as selected by the Customer at the time of subscription. Subscriptions automatically renew at the end of each billing cycle unless cancelled prior to the renewal date.

5.4. Plan Limits and Automatic Upgrades. 

5.4.1. Each subscription plan includes usage limits, including but not limited to: maximum monthly synced orders, maximum number of connected businesses, maximum Authorized Users, and minimum sync frequency intervals.

5.4.2. Automatic Upgrades. If you exceed the usage limits of your current plan—including as a result of syncing historical data—your subscription may be automatically upgraded to the next available higher-tier plan to ensure uninterrupted service. The upgraded plan will take effect immediately, and you will be billed at the rate of the new plan on a prorated basis for the remainder of your current billing cycle. LedgerPort will send you an email notification promptly upon any automatic upgrade, confirming the new plan, the effective date, and the updated billing amount. By using the LedgerPort Services, you consent to such automatic upgrades.

5.4.3. Opting Out of Automatic Upgrades. If you do not wish to be automatically upgraded when plan limits are exceeded, you must contact the LedgerPort support team at [email protected] to disable automatic upgrades on your Account. If automatic upgrades are disabled and you exceed your plan limits, LedgerPort reserves the right to suspend or throttle the Sync Services until you manually upgrade your plan or reduce your usage to within the limits of your current plan.

5.5. Taxes. All fees are exclusive of applicable taxes, levies, or duties imposed by taxing authorities. You are responsible for paying all such taxes, excluding taxes based on LedgerPort’s net income.

5.6. Refunds and Money-Back Guarantee. 

5.6.1. First Subscription Guarantee. LedgerPort offers a fourteen (14) day money-back guarantee for your first subscription purchase only. If you are not satisfied with the LedgerPort Services, you may request a full refund within fourteen (14) calendar days of the date of your initial subscription purchase by contacting [email protected]. This guarantee applies exclusively to the first subscription period and is available only once per Customer, regardless of the subscription plan selected.

5.6.2. No Refunds on Renewals. SUBSCRIPTION RENEWALS ARE NON-REFUNDABLE UNDER ANY CIRCUMSTANCES. Once your subscription renews—whether on a monthly or annual billing cycle—the renewal fee is final and non-refundable, regardless of whether you cancel during the renewal period or cease using the LedgerPort Services. You are responsible for cancelling your subscription before the renewal date if you do not wish to be charged for the subsequent billing period. LedgerPort will not issue refunds or credits for any renewal charges.

5.6.3. Proration on Downgrades. If you downgrade your subscription plan during an active billing period, LedgerPort will apply a prorated credit for the unused portion of your current plan toward the lower-tier plan. The prorated credit will be calculated based on the number of remaining days in your current billing cycle at the time of the downgrade. No cash refunds will be issued for downgrades; credits will be applied to future billing cycles only.

5.7. Introductory Pricing and Renewal Rates. 

5.7.1. First-Year Introductory Discount. LedgerPort may offer a discounted introductory rate for the first year of an annual subscription (“Introductory Discount”). The Introductory Discount applies exclusively to the first twelve (12) month billing period of your initial subscription and is not transferable, stackable, or applicable to any subsequent period.

5.7.2. Renewal at Full Price. Upon renewal, your subscription will automatically renew at the then-current full retail price, without the Introductory Discount. By subscribing at the Introductory Discount rate, you acknowledge and agree that the renewal price may be higher than the price you initially paid. The applicable renewal price will be displayed in your Account settings and communicated to you via email at least thirty (30) days prior to renewal. It is your responsibility to review the renewal pricing and cancel before the renewal date if you do not wish to continue at the full price.

5.8. Free Trials. LedgerPort may offer free trial periods for certain subscription plans. At the end of a free trial, your subscription will automatically convert to a paid subscription at the applicable rate unless you cancel before the trial period ends.

6. OWNERSHIP AND INTELLECTUAL PROPERTY

6.1. Intellectual Property. The Site contains materials that are proprietary and are protected by copyright, trademarks, service marks, patents, and other intellectual property laws and treaties. All present and future rights in and to any and all intellectual property or other proprietary rights of any type, including without limitation information, improvements, design contributions, or derivative works thereto, shall, as between you and LedgerPort, at all times be and remain the sole and exclusive property of LedgerPort and its licensors. Any rights not expressly granted in these Terms are reserved by LedgerPort.

6.2. Trademarks. The trademarks, logos, taglines, and service marks displayed on the Site (collectively, the “Trademarks”) are registered and/or unregistered Trademarks of LedgerPort and its licensors. The Trademarks may not be used in any advertising or publicity without LedgerPort’s prior express written permission.

6.3. Your Data. As between you and LedgerPort, you retain all right, title, and interest in and to your E-Commerce Data, Accounting Data, and any other data you provide to or process through the LedgerPort Services (“Your Data”). You grant LedgerPort a limited, non-exclusive, worldwide license to access, use, process, and transmit Your Data solely for the purpose of providing and improving the LedgerPort Services.

6.4. License Restrictions. You shall not: (a) copy, modify, or create derivative works of the LedgerPort Services or any related technology; (b) reverse engineer, disassemble, or decompile the LedgerPort Services; (c) sell, resell, sublicense, transfer, or distribute the LedgerPort Services; (d) use the LedgerPort Services to build a competing product or service; or (e) access the LedgerPort Services in order to benchmark or for competitive analysis.

7. RESTRICTIONS ON USE

7.1. By using the Site, you specifically agree not to engage in any activity or transmit any information that, in our sole discretion:

• Is illegal, or violates any federal, state, or local law or regulation;
• Violates any third-party right, including intellectual property, privacy, or proprietary rights;
• Interferes with any other party’s use and enjoyment of the Site;
• Attempts to impersonate another person or entity;
• Distributes computer viruses or other code that interrupts, destroys, or limits the functionality of any computer software or hardware;
• Interferes with, disrupts, disables, overburdens, or destroys the functionality of the Site or the servers or networks connected to the Site;
• “Hacks” or accesses without permission our proprietary or confidential records, those of another user, or those of any Third-Party Platform;
• Decompiles, reverse engineers, disassembles, or otherwise attempts to derive source code from the Site;
• Uses automated means (bots, scrapers, crawlers) to access the Site in a manner that exceeds reasonable use or violates the Site’s technical restrictions;
• Uses the LedgerPort Services to synchronize, store, or transmit data that you do not have the legal right to synchronize, store, or transmit;
• Uses the LedgerPort Services to conduct fraudulent transactions or to manipulate financial records; or
• Attempts to do any of the foregoing.

7.2. You are prohibited from using the LedgerPort Services to sync data from e-commerce stores, accounting accounts, or other Third-Party Platform accounts that you do not own or for which you have not received proper authorization from the account owner.

8. PRIVACY

8.1. Privacy Policy. You acknowledge your understanding that the information you provide to us or that we collect will be processed and handled as described in the LedgerPort Privacy Policy, available at www.ledgerport.com/privacy-policy.

8.2. Access and Disclosure. We may access, preserve, or share any of your information when we believe in good faith that such sharing is reasonably necessary to: (a) investigate, prevent, or take action regarding possible illegal activities or to comply with legal process; (b) respond to potential threats to the physical safety of any person; (c) respond to claims of violation of the rights of third parties; and/or (d) protect the rights, property, and safety of LedgerPort, our employees, users, or the public.

8.3. Personal Data. You warrant that collection and use of any personal information or data you provide while using the Site complies with all applicable data protection laws, rules, and regulations. You acknowledge and consent that we may process such personal data in accordance with the LedgerPort Privacy Policy.

8.4. Financial Data Sensitivity. You acknowledge that the data synced through the LedgerPort Services may include sensitive financial and business data. LedgerPort employs commercially reasonable security measures, including encryption of stored OAuth tokens and secure transmission protocols, to protect such data. However, no method of electronic storage or transmission over the Internet is 100% secure, and LedgerPort cannot guarantee absolute security.

9. CONFIDENTIALITY

9.1. Scope. Our “Confidential Information” means: (a) any written information, materials, and other documents supplied by us related to the Site which we do not generally disclose publicly; (b) the LedgerPort Services themselves, excluding any data you upload to the LedgerPort Services for processing; (c) any other of our information that we may disclose in writing or orally and is designated as confidential or proprietary at the time of disclosure; and (d) any amendment to the terms and conditions of these Terms between you and us.

9.2. Restricted Use and Nondisclosure. During and after the term, with respect to our Confidential Information you will: (a) use our Confidential Information solely for the purpose for which we provided it; (b) not disclose such Confidential Information to a third party, except on a need-to-know basis to your affiliates, attorneys, auditors, consultants, and service providers who are under confidentiality obligations at least as restrictive as those contained herein; and (c) protect such Confidential Information from unauthorized use and disclosure to the same extent that you protect your own Confidential Information of a similar nature, but using no less than a reasonable degree of care.

10. TERM AND TERMINATION

10.1. Termination by You. You may terminate your use of the Site at any time by ceasing further use of the Site. You may cancel your subscription through your Account settings or by contacting LedgerPort support. Cancellation will take effect at the end of the current billing cycle.

10.2. Termination by LedgerPort. LedgerPort may terminate or suspend your access to the LedgerPort Services at our sole discretion for any reason, including for violation of these Terms, non-payment of fees, or if we reasonably believe your use of the Services poses a risk to LedgerPort, other users, or Third-Party Platforms.

10.3. Effect of Termination. Upon termination: (a) any and all of your liabilities to us that have accrued before the effective date of termination will survive; (b) licenses and use rights granted to you will immediately terminate; (c) LedgerPort will cease all sync operations for your connected businesses; (d) all of your data, including sync configurations, mappings, and logs, will be permanently deleted within thirty (30) calendar days of the effective date of termination, subject to any legal or regulatory obligations that may require longer retention; and (e) the provisions of Sections 6 (Ownership), 7 (Restrictions), 8 (Privacy), 9 (Confidentiality), 10.3 (Effect of Termination), 11 (Warranties and Disclaimers), 12 (Indemnification), 13 (Limitations of Liability), and 14 (General) will survive.

10.4. Data Export. LedgerPort strongly recommends that you export or download any data you wish to retain before cancelling your Account. All data will be permanently deleted within thirty (30) calendar days of cancellation, and LedgerPort will not be able to recover or provide copies of your data after deletion.

11. WARRANTIES AND DISCLAIMERS

11.1. THE SITE AND ANY INFORMATION WE SUPPLY YOU ARE PROVIDED “AS IS” AND “AS AVAILABLE.” YOUR USE OF THE SITE AND INFORMATION SHALL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT LEGALLY POSSIBLE, LEDGERPORT AND ITS RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, MEMBERS, SHAREHOLDERS, AGENTS, AFFILIATES, SUBSIDIARIES, AND LICENSORS (“LEDGERPORT PARTIES”): (A) MAKE NO ADDITIONAL REPRESENTATION OR WARRANTY OF ANY KIND WHETHER EXPRESS, IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), OR STATUTORY, AS TO ANY MATTER WHATSOEVER; (B) EXPRESSLY DISCLAIM ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, AND TITLE; AND (C) DO NOT WARRANT THAT THE SITE OR INFORMATION ARE OR WILL BE ERROR-FREE, WILL MEET YOUR REQUIREMENTS, OR BE TIMELY OR SECURE.

11.2. THE LEDGERPORT PARTIES DO NOT WARRANT, GUARANTEE, OR ASSUME RESPONSIBILITY FOR: (I) THE ACCURACY, COMPLETENESS, OR TIMELINESS OF ANY DATA SYNCHRONIZED BETWEEN YOUR CONNECTED E-COMMERCE AND ACCOUNTING PLATFORMS; (II) THE AVAILABILITY OR UNINTERRUPTED OPERATION OF ANY THIRD-PARTY PLATFORM; (III) ANY ERRORS IN FINANCIAL RECORDS, TAX FILINGS, OR ACCOUNTING ENTRIES RESULTING FROM THE USE OF THE SYNC SERVICES; (IV) ANY LOSS OF DATA, REVENUE, OR BUSINESS OPPORTUNITY ARISING FROM SYNC FAILURES, DELAYS, OR MISCONFIGURATIONS; OR (V) THE COMPATIBILITY OF THE LEDGERPORT SERVICES WITH FUTURE VERSIONS OR UPDATES OF ANY THIRD-PARTY PLATFORM.

11.3. YOU ACKNOWLEDGE THAT THE LEDGERPORT SERVICES DEPEND ON THIRD-PARTY APIS AND PLATFORMS THAT ARE OUTSIDE OF LEDGERPORT’S CONTROL. RATE LIMITS, API CHANGES, DOWNTIME, OR OTHER ISSUES WITH SUCH THIRD-PARTY PLATFORMS MAY AFFECT THE PERFORMANCE, AVAILABILITY, OR ACCURACY OF THE LEDGERPORT SERVICES. LEDGERPORT SHALL NOT BE LIABLE FOR ANY SUCH DISRUPTIONS.

11.4. Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of these limitations may not apply to you.

12. INDEMNIFICATION

12.1. You will defend, indemnify, and hold us, our affiliates, officers, directors, employees, suppliers, consultants, and agents harmless from any and all third-party claims, liability, damages, and costs (including, but not limited to, attorneys’ fees) arising from or related to: (a) your access to and use of the Site (including the LedgerPort Services); (b) violation of these Terms by you; (c) infringement of any intellectual property or other right of any person or entity by you; (d) the nature and substance of all data synced or transmitted through the LedgerPort Services by you; (e) your misconfiguration of the Sync Services resulting in erroneous data transfers; (f) any claim by a Third-Party Platform provider arising from your use of the LedgerPort Services; or (g) your failure to comply with applicable laws, regulations, or accounting standards.

12.2. We retain the exclusive right to settle, compromise, and pay, without your prior consent, any and all claims or causes of action that are brought against us. We reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims.

13. LIMITATIONS OF LIABILITY

13.1. DISCLAIMER OF CONSEQUENTIAL DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THESE TERMS, LEDGERPORT WILL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE TO YOU FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, COVER, PUNITIVE, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THE USE OF THE SITE OR THE LEDGERPORT SERVICES, INCLUDING, BUT NOT LIMITED TO, GOODWILL, WORK STOPPAGE, LOST PROFITS, LOSS OF BUSINESS, INACCURATE FINANCIAL RECORDS, INCORRECT TAX FILINGS, FAILED AUDITS, OR REGULATORY PENALTIES, EVEN IF APPRISED OF THE LIKELIHOOD OF SUCH LOSSES, AND WHETHER SUCH CLAIMS ARE MADE BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY.

13.2. CAP ON DAMAGES. OUR TOTAL LIABILITY TO YOU FOR ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THESE TERMS OR TO YOUR USE OF THE SITE OR THE LEDGERPORT SERVICES, REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL OR EQUITABLE THEORY, WILL NOT EXCEED THE TOTAL AMOUNT PAID BY YOU TO LEDGERPORT FOR THE LEDGERPORT SERVICE(S) GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE DATE OF THE FIRST EVENT GIVING RISE TO LIABILITY, OR ONE HUNDRED DOLLARS (USD $100), WHICHEVER IS GREATER.

13.3. Independent Allocations of Risk. Each provision of these Terms that provides for a limitation of liability, disclaimer of warranties, or exclusion of damages represents an agreed allocation of the risks of these Terms between the parties. This allocation is an essential element of the basis of the bargain between the parties.

14. GENERAL PROVISIONS

14.1. Governing Law. These Terms, your access to and use of the Site and/or the LedgerPort Services, and all related matters shall be governed solely by the laws of the State of Florida without regard to conflict of law provisions.

14.2. Mandatory Arbitration. Any dispute, controversy, or claim arising out of or relating to these Terms or the breach, termination, enforcement, interpretation, or validity thereof, or the use of the Site or the LedgerPort Services, shall be resolved by binding arbitration administered by the American Arbitration Association (“AAA”) in accordance with its Commercial Arbitration Rules then in effect. The arbitration shall take place in Palm Beach County, Florida. Judgment upon the arbitration award may be entered in any court having jurisdiction.

14.3. Waiver of Class Action. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AND LEDGERPORT EACH WAIVE THE RIGHT TO A JURY TRIAL AND THE RIGHT TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND.

14.4. Severability. If any provision of these Terms is determined to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such determination shall not affect the validity or enforceability of any other provision.

14.5. Entire Agreement. These Terms, together with the Privacy Policy and any applicable Corporate Terms, constitute the entire agreement between you and LedgerPort with respect to the subject matter hereof and supersede all prior agreements and understandings.

14.6. Assignment. You may not assign or transfer these Terms or your rights hereunder, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign these Terms at any time without notice or consent.

14.7. Waiver. Our failure to act on or enforce any provision of these Terms shall not be construed as a waiver of that provision or any other provision in these Terms.

14.8. Force Majeure. LedgerPort shall not be liable for any failure or delay in performing its obligations under these Terms where such failure or delay results from force majeure events, including but not limited to acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, epidemics, strikes, power outages, or disruptions to internet services or Third-Party Platforms.

14.9. Export Compliance. You shall comply with all applicable export control and sanctions laws and regulations. You represent and warrant that you are not located in, or a resident or national of, any country subject to U.S. government embargo or that has been designated by the U.S. government as a “terrorist supporting” country.

14.10. Notices. All notices required or permitted under these Terms shall be in writing and shall be deemed given when delivered via email to [email protected] (for notices to LedgerPort) or to the email address associated with your Account (for notices to you).

15. CONTACT INFORMATION

If you have any questions about these Terms, please contact us at:

LedgerPort (operated by PushEngage LLC)

400 Executive Center Dr, Ste 208

West Palm Beach, Florida 33401

United States

Email: [email protected]

Website: www.ledgerport.com