Terms of Service

Effective Date: February 26, 2026

These Terms of Service ("Agreement") govern your use of Ledgeron, an online bookkeeping and accounting platform. XPerf Inc. ("XPerf," "Company," "we," "us" or "our") provides this service. XPerf is a Delaware corporation with its principal place of business at 101 E Old Settlers Blvd, Suite 120, Round Rock, TX 78664.

By accessing or using Ledgeron ("Service"), you ("User") agree to comply with all terms in this Agreement. If you do not agree to these terms, you may not use the Service.

1. Definitions

"Account Information" means all data you provide to register for and maintain your account with the Service.

"Business Data" means all data, files, content, and materials you submit, upload, store, or generate through your use of the Service.

"Personal Data" means information that identifies or can be used to identify a specific individual.

"Documentation" means all user guides, help materials, API documentation, and other published materials that explain how to use the Service.

"Platform" means the Ledgeron system, including all related software, websites, online services, and mobile applications.

"Pricing Schedule" means the separate pricing document (Exhibit 1 to the Service Agreement) that sets out current fees, billing terms, and pricing options for the Service.

"Terms of Service" means this document, which governs general use of the Service.

2. Modifications to Agreement

We may modify this Agreement at any time. We will post the revised Agreement on our website or within the Service. For material changes, we will provide notice by email to your registered address or through in-Service notification at least thirty (30) days before the changes take effect. Your continued use of the Service after the effective date of any modifications constitutes your acceptance of the revised Agreement.

3. License to Use Service

Subject to your compliance with this Agreement and payment of applicable fees, XPerf grants you a limited, worldwide, non-exclusive, non-transferable, and revocable license to access and use the Service and Documentation solely for your internal business bookkeeping and accounting purposes. This license does not permit you to sublicense, distribute, or transfer any rights to third parties.

4. Account Registration and Requirements

4.1 Eligibility Requirements

You must be at least eighteen (18) years old and legally capable of entering into binding contracts. You may not use the Service if you are prohibited from doing so under applicable law.

4.2 Account Information Accuracy

You must provide true, accurate, current, and complete Account Information. You must promptly update your Account Information when it changes. Providing false or misleading information may result in immediate termination of your account.

4.3 Account Security

You are solely responsible for maintaining the confidentiality of your login credentials and for all activities that occur under your account. You must immediately notify us of any unauthorized use of your account or any other security breach.

5. Subscription Fees and Payment

5.1 Subscription Fees

Use of the Service requires payment of recurring subscription fees as set forth in the Pricing Schedule. All fees are stated in U.S. dollars unless otherwise specified. Your first paid subscription charge is eligible for a full refund if requested within thirty (30) calendar days of the charge date. After this period, fees are non-refundable except as required by law.

5.2 Payment Authorization and Billing

You authorize us to charge your designated payment method for all fees when due. If any payment fails, we may immediately suspend your access to the Service until you provide valid payment information and all outstanding amounts are paid.

5.3 Tax Responsibility

You are responsible for paying all applicable federal, state, local, and foreign taxes, levies, duties, and similar governmental assessments related to your use of the Service.

6. Business Data Ownership and License

6.1 Your Ownership Rights

You retain all right, title, and interest in and to your Business Data. XPerf claims no ownership rights in your Business Data.

6.2 License Grant to XPerf

You grant XPerf a worldwide, non-exclusive, royalty-free license to use, copy, transmit, store, and display your Business Data solely as necessary to provide the Service and improve its functionality. This license terminates when you delete your Business Data or terminate your account, except for data we are required to retain by law.

7. Privacy and Data Protection

7.1 Privacy Policy Application

Our Privacy Policy governs our collection, use, storage, and sharing of Personal Data. The Privacy Policy is incorporated into this Agreement by reference.

7.2 Regulatory Compliance

Where applicable, we comply with the General Data Protection Regulation (GDPR), the California Consumer Privacy Act (CCPA), the Texas Data Privacy and Security Act (TDPSA), and other applicable data protection laws. You are responsible for obtaining all necessary consents before uploading Personal Data to the Service. Upon request, XPerf will provide a Data Processing Addendum for Business Data where XPerf acts as your data processor.

8. Security Measures

We maintain administrative, physical, and technical safeguards designed to protect your Business Data according to industry standards. However, no security system is completely secure. You acknowledge that you use the Service and provide your data at your own risk. We cannot guarantee absolute security of your data.

XPerf maintains incident response procedures designed to identify, investigate, and respond to security incidents. In the event of a confirmed unauthorized access, disclosure, or compromise of Business Data ("Security Incident"), XPerf will notify affected users without undue delay and no later than seventy-two (72) hours after becoming aware of the incident, and will provide information reasonably necessary to allow users to meet applicable legal obligations. Notification does not constitute an admission of fault or liability.

9. Intellectual Property Rights

All intellectual property rights in the Service and Documentation not expressly granted to you remain the exclusive property of XPerf and its licensors. The Ledgeron name, logos, trademarks, and all related graphics are proprietary marks of XPerf. You may not remove, alter, or obscure any proprietary notices on the Service.

10. Prohibited Uses

You may not use the Service to:

Violate any applicable law, regulation, or third-party rights
Infringe on any intellectual property rights
Interfere with or disrupt the Service's security, functionality, or infrastructure
Transmit viruses, malware, or other malicious code
Collect information about other users without proper authorization
Reverse engineer, decompile, or attempt to extract source code from the Service
Use the Service for any unlawful purpose or in any manner that could damage XPerf's reputation
Enable or assist others in any of the foregoing prohibited activities

11. Third-Party Integrations

The Service may integrate with or contain links to third-party platforms, applications, or websites. Your use of any third-party services is governed by their respective terms of service and privacy policies. XPerf is not responsible for the content, functionality, or practices of any third-party services.

12. Global Trade Compliance

12.1 Export Control Compliance

You agree that you and all users of the Platform are authorized to use the Service under U.S. law and the laws of other applicable jurisdictions. You will not use, export, re-export, import, sell, release, or transfer the Platform, Software, or Service except as authorized by United States law and other applicable laws and regulations.

12.2 Prohibited Jurisdictions and Parties

The Platform, Software, Services, source code, and technology may not be exported, re-exported, transferred, or released:

To any U.S. embargoed or comprehensively sanctioned jurisdiction, including Cuba, Iran, North Korea, Syria, the Crimea, Donetsk (DNR), Luhansk (LNR), Kherson, and Zaporizhzhia regions of Ukraine, and Russia
To any person or entity included on the U.S. Treasury Department's Specially Designated Nationals List or any other applicable restricted party lists

13. Artificial Intelligence Use and Limitations

The Service incorporates artificial intelligence, machine learning, and automated processing technologies ("AI Features") to assist with bookkeeping-related and accounting-related tasks, including but not limited to transaction categorization, receipt data extraction, report generation, forecasting, and insights. AI Features operate probabilistically and may generate outputs that are incomplete, inaccurate, or inconsistent.

You are solely responsible for reviewing, verifying, and validating all outputs generated by the AI Features before relying on them for business, accounting, tax, regulatory, or compliance purposes. The Service does not replace human judgment, professional review, or internal controls.

XPerf does not warrant that AI Features will achieve any specific outcome, accuracy level, or regulatory compliance. AI Features may evolve over time, including through model updates, retraining, or feature changes, which may alter outputs.

14. No Professional Advice

The Service is provided for general bookkeeping and accounting, and for informational purposes only. XPerf does not provide accounting, auditing, tax, legal, investment, or other professional advice, and no fiduciary relationship is created by your use of the Service. You should consult licensed professionals regarding accounting, tax, and legal matters.

15. Disclaimers

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY LAW, XPERF DISCLAIMS ALL WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

16. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, XPERF AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT OR YOUR USE OF THE SERVICE.

XPerf's total aggregate liability for any claims arising under this Agreement will not exceed the greater of: (A) the total fees paid by you to XPerf in the twelve (12) months immediately preceding the claim, or (B) five hundred dollars ($500).

For Users subscribed under an Enterprise Plan, XPerf's total aggregate liability shall instead be capped at the total fees actually paid during the twelve (12) months immediately preceding the event giving rise to the claim.

17. Indemnification

You agree to indemnify, defend, and hold harmless XPerf and its officers, directors, employees, agents, and affiliates from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising from or related to: (a) your use of the Service, (b) your violation of this Agreement, (c) your violation of any applicable law or regulation, or (d) your Business Data.

18. Term and Termination

18.1 Agreement Term

This Agreement becomes effective on the date you first access the Service and continues until terminated in accordance with this Section.

18.2 Termination by You

You may terminate this Agreement and cancel your subscription at any time through your account settings or by providing written notice to XPerf.

18.3 Termination by XPerf

We may suspend or terminate your access to the Service immediately and without prior notice if you breach any provision of this Agreement or if your account remains inactive for an extended period.

18.4 Effect of Termination

Upon termination: (a) your license to use the Service immediately ends, (b) you must cease all use of the Service, and (c) we may delete your Business Data in accordance with our data retention policies and applicable law. Sections that by their nature should survive termination will remain in effect.

19. Dispute Resolution

19.1 Informal Resolution Requirement

Before initiating any formal dispute resolution proceedings, you agree to first contact us at support@everbranch.ai and attempt to resolve any dispute informally through good faith negotiations for a period of sixty (60) days.

19.2 Binding Arbitration

If the dispute cannot be resolved informally, any controversy or claim arising out of or relating to this Agreement shall be settled by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The arbitration shall be conducted in Austin, Texas.

19.3 Waiver of Rights

BY AGREEING TO ARBITRATION, YOU WAIVE YOUR RIGHT TO A JURY TRIAL AND YOUR RIGHT TO PARTICIPATE IN CLASS ACTION LAWSUITS OR CLASS-WIDE ARBITRATIONS.

20. Governing Law

This Agreement shall be governed by the laws of the State of Texas and the Federal Arbitration Act, without regard to conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. For any disputes not subject to arbitration, the exclusive venue shall be the state and federal courts located in Travis County, Texas.

21. Notices

We may provide notices to you via email to the address associated with your account or through notifications posted within the Service. You may provide notices to us by email at support@everbranch.ai or by mail to XPerf Inc., 101 E Old Settlers Blvd Suite 120, Round Rock, TX 78664.

22. General Provisions

22.1 Assignment

You may not assign or transfer this Agreement or any rights hereunder without our prior written consent. XPerf may assign this Agreement without restriction. Any attempted assignment in violation of this provision is void.

22.2 Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect.

22.3 No Waiver

Our failure to enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.

22.4 Entire Agreement

This Agreement, together with our Privacy Policy, Pricing Schedule, and any applicable Data Processing Addendum, constitutes the entire agreement between you and XPerf regarding the Service and supersedes all prior or contemporaneous communications and proposals.

22.5 Force Majeure

XPerf shall not be liable for any failure to perform its obligations under this Agreement due to circumstances beyond its reasonable control, including acts of God, war, terrorism, epidemics, government regulations, or failures of third-party service providers.

Contact Information

XPerf Inc.
101 E Old Settlers Blvd, Suite 120
Round Rock, TX 78664
Email: support@everbranch.ai