Ledgenter Terms of Service

Last updated: June 18, 2026 Effective date: June 18, 2026

These Terms of Service ("Terms") are a binding agreement between you and Apex Business Holdings LLC, a U.S. limited liability company, doing business as Sentravision ("Sentravision," "we," "us," or "our"), and govern your access to and use of the Ledgenter service, including the Ledgenter web console at app.ledgenter.com, the Ledgenter MCP server, the Ledgenter command-line interface (CLI), the documentation at docs.ledgenter.com, and the marketing site at ledgenter.com (collectively, the "Service").

Please read these Terms carefully. Section 17 (Disclaimers), Section 18 (Limitation of Liability), Section 19 (Indemnification), and Section 21 (Governing Law; Dispute Resolution) contain important limitations on our liability and affect your legal rights. In particular, Section 21 requires most disputes to be resolved by binding individual arbitration and contains a class-action waiver and a jury-trial waiver, subject to a 30-day right to opt out.

1. Acceptance of these Terms

By creating an account, accessing, or using the Service — or by authorizing any human user, AI agent, automated process, or other principal to do so on your behalf — you agree to be bound by these Terms. If you do not agree, do not access or use the Service.

If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity, in which case "you," "your," or "Customer" refers to that entity. You are responsible for all activity that occurs under your account and workspaces, including the activity of your human users and your AI agents.

These Terms incorporate by reference our Privacy Policy and, where applicable, our Data Processing Addendum ("DPA"). By using the Service you accept the DPA where it applies to your use; a signable copy of the DPA is available to Team or enterprise customers on request at [email protected]. Together, these documents form the entire agreement between you and us regarding the Service.

2. Definitions

• "Account" means the credentials and records associated with a human user who has signed up for the Service.
• "Workspace" (also referred to in the Service as a tenant) means an isolated environment in which your projects, tasks, decisions, knowledge, and other Customer Content are stored. Workspaces are the boundary for access control, billing, and data isolation.
• "Actor" means a principal that acts within a Workspace, including a human user, an AI agent, or a service principal.
• "API Key" means a credential issued to an Actor (in the form ledgenter_live_...) that authenticates that Actor to the Service via the MCP server or CLI.
• "Customer Content" means all data, text, files, and other materials that you or your Actors submit to, store in, or generate within a Workspace, including projects, tasks, task dependencies, decisions, knowledge notes, handoffs, comments, attachments, skills, code references, repositories, activity records, feature requests, and the vector embeddings derived from your knowledge and decision text.
• "Agent" or "AI agent" means an autonomous or semi-autonomous software process that you connect to the Service to read or write Customer Content on your behalf.

3. Eligibility; business use

The Service is intended for business and professional use by users who are at least 18 years old. By using the Service, you represent and warrant that you are at least 18 years old and have the legal capacity to enter into these Terms. The Service is not directed to anyone under 18, and we do not knowingly collect personal data from anyone under 18. If we learn that we have collected personal data from a person under 18, we will delete it.

You may not use the Service if you are barred from doing so under applicable law, or if you are located in, or are a resident of, a jurisdiction subject to comprehensive sanctions or embargoes.

4. The Service

Ledgenter is an agent-native, multi-tenant work-management service. It provides a coordination layer in which AI agents (via the MCP server and CLI) and humans (via the web console) work together on projects, tasks, decisions, cross-agent handoffs, knowledge notes, and a shared skills library. The Service is provided as software-as-a-service over the internet.

The Service is operated with substantial automation and artificial intelligence (see Section 11). It is offered on an evolving basis and is under active development. We may add, modify, or remove features at any time as described in Section 16.

5. Accounts, Workspaces, Actors, and security

5.1 Human accounts

Human users authenticate to the console using email and password, magic link, or supported third-party sign-in (such as Google or GitHub). You are responsible for keeping your login credentials confidential and for all activity under your Account.

5.2 Workspaces and roles

Access to Customer Content is scoped to a Workspace. Human users are linked to a Workspace through a membership with a role (such as owner, admin, or member) that determines their permissions. The number of Workspaces a single human may own may be limited.

5.3 API Keys and agent access

You authorize AI agents and other automated Actors by issuing API Keys. You acknowledge and agree that:

• Each API Key authenticates a specific Actor and grants that Actor the ability to read and write Customer Content within the associated Workspace, subject to its scopes.
• We store only a cryptographic hash of each API Key. The full API Key is displayed to you only once, at the time of creation. We cannot recover it for you. You are solely responsible for securely storing and handling your API Keys.
• You are responsible for all actions taken by any Actor using your API Keys, including actions taken by AI agents you connect to the Service.
• You must not share API Keys outside your organization or with any person or system not authorized to act on your behalf.

5.4 Key revocation and propagation

You may revoke an API Key at any time. For security and performance, the Service exchanges API Keys for short-lived, Workspace-scoped access tokens that remain valid for up to fifteen (15) minutes. As a result, revoking an API Key may take up to fifteen (15) minutes to fully cut off access for any token already issued. We do not represent that revocation is instantaneous.

5.5 Your security responsibilities

You are responsible for securing your Accounts, API Keys, and connected agent infrastructure, and for promptly notifying us at [email protected] if you suspect unauthorized access to your Account or Workspaces.

6. Acceptable Use

You agree that you will not, and will not permit any of your Actors (human or AI) to:

1. Use the Service for any unlawful purpose, or to store, transmit, or process content that is illegal, infringing, defamatory, or otherwise violates the rights of others.
2. Upload or process the personal data of any individual without a valid lawful basis for doing so. You are responsible for the lawfulness of all Customer Content you put into the Service.
3. Infringe, misappropriate, or violate any intellectual property, privacy, publicity, or other right of any third party.
4. Attempt to access, read, write, or interfere with any data belonging to another customer or Workspace, or otherwise attempt to breach or circumvent the Service's tenant-isolation or access controls.
5. Probe, scan, reverse-engineer, decompile, or attempt to discover the source code, architecture, or security controls of the Service, except to the extent this restriction is prohibited by applicable law.
6. Exceed, evade, or attempt to defeat any rate limit, quota, fair-use limit, or usage cap, or generate load that is excessive or disproportionate relative to normal use.
7. Use the Service to generate, send, or facilitate spam, abuse, malware, or other harmful or deceptive activity.
8. Resell, sublicense, or provide the Service to third parties except as expressly permitted in writing by us.
9. Use the Service in a manner that disrupts, degrades, or impairs the Service or the infrastructure on which it runs.

6.1 Fair use and limits

The Service enforces rate limits and per-Workspace caps (for example, on the number of Actors and API Keys) as anti-abuse and fair-use safeguards. These limits are not a marketed measure of how many AI agents you may run, and pricing is not based on the number of agents (see Section 8). We may adjust these safeguards as needed to protect the Service and other customers.

6.2 Treatment of external content

The Service is designed to treat Customer Content and externally sourced input as data, not as operating instructions. You remain responsible for the content you and your Actors submit and for the conduct of your Actors.

6.3 Enforcement

We may investigate suspected violations of this Section 6 and may suspend or terminate access (in whole or in part) as described in Section 15. We may remove or disable content that we reasonably believe violates these Terms or applicable law.

7. Customer Content; ownership and license

7.1 You own your Customer Content

As between you and us, you retain all right, title, and interest in and to your Customer Content. We claim no ownership of it.

7.2 License to operate the Service

You grant us a worldwide, non-exclusive, royalty-free license to host, store, copy, transmit, display, index, and process your Customer Content solely to the extent necessary to provide, maintain, secure, and support the Service for you and as instructed by you and your Actors. This includes generating embeddings of your knowledge and decision text to enable semantic search within your own Workspace, which involves transmitting that text to a third-party AI/embeddings provider as described in Section 11. This license exists only for so long as you use the Service, except for copies retained in backups as described in Section 13 and copies retained as required by law.

7.3 Your responsibilities for Customer Content

You represent and warrant that you have all rights, consents, and lawful bases necessary to submit your Customer Content to the Service and to grant the license in Section 7.2, and that your Customer Content and its use with the Service do not violate these Terms or any applicable law. With respect to Customer Content, you act as the controller of any personal data it contains, and we act as your processor, as further described in our Privacy Policy and DPA.

7.4 Aggregated and de-identified data

We may generate and use aggregated and de-identified statistics about use of the Service (data that does not identify you, any individual, or your Customer Content) to operate, secure, and improve the Service. We do not sell your Customer Content.

7.5 Your responsibility to keep copies

The Service provides a self-service export feature that returns your Workspace's data as a structured file. Given the early-stage nature of the Service (see Section 16), we recommend that you regularly export and retain your own copies of your Customer Content.

7.6 Activity records (dual purpose)

Activity records have a dual role. Within your Workspace, activity records are Customer Content that we process as your processor on your behalf. We also process activity records as an independent controller for security, audit, abuse-prevention, and billing purposes, as described in our Privacy Policy.

8. Plans, fees, billing, and auto-renewal

8.1 Plans

The Service is offered under the following plans:

Annual plans are billed once per year in advance and reflect a discount relative to monthly billing. The Team plan is offered on a "coming soon" / limited-availability basis until certain features are released; its pricing and availability are subject to change before general availability.

8.2 Per-Workspace pricing

Pricing is per Workspace, on a flat basis for each plan. AI agents are not billed as seats, and there is no per-agent metering or charge. The internal limits on Actors and API Keys described in Section 6.1 are fair-use safeguards, not a billing meter.

8.3 Free plan as trial

There is no separate free trial. The Free plan serves as the no-cost way to evaluate the Service. The Free plan may be subject to lower limits and shorter data-retention windows than paid plans (see Section 12), and we may modify or discontinue the Free plan at any time.

8.4 Payment processing

Paid plans are processed by a third-party payment processor through its hosted checkout and customer-portal interfaces. We do not collect, store, transmit, or process your payment-card or other payment-instrument data. That data is handled directly by the payment processor, which is responsible for maintaining PCI-DSS compliance. We store only billing identifiers and subscription state (such as the processor's customer and subscription identifiers, the selected price, the subscription status, the current period end, and whether the subscription is set to cancel). Your use of the payment processor is subject to that processor's terms and privacy policy.

8.5 Automatic renewal

Paid subscriptions automatically renew until you cancel. Subscriptions are billed in advance. Unless you cancel before the end of the then-current billing period, your subscription will automatically renew for a successive period of the same length (monthly for monthly plans, annual for annual plans), and your payment method on file will be charged the then-current fee for that plan. You authorize us and our payment processor to charge your payment method on each renewal until you cancel.

You can cancel online at any time in your billing settings through the customer portal; cancellation stops future renewals and takes effect at the end of your current paid period (see Section 9.1). For annual plans, we will send you an advance reminder before the subscription renews. No special steps beyond using the billing settings are required to cancel.

8.6 Taxes

Fees are exclusive of taxes. You are responsible for any sales, use, value-added, or similar taxes associated with your purchase, other than taxes based on our net income.

8.7 Price changes

We may change our prices and plan features. We will provide reasonable advance notice of any price increase that would apply to your subscription, and any such change will take effect on your next renewal. Your continued use of a paid plan after a price change takes effect constitutes acceptance of the new price.

9. Cancellation, downgrade, past-due, and refunds

9.1 Cancellation

You may cancel a paid subscription at any time through the customer portal in your billing settings. When you cancel, your subscription is set to end at the close of your current paid billing period. You will continue to have access to the paid plan through the end of that period, after which your Workspace will move to the Free plan.

9.2 Downgrade is non-destructive

Moving to a lower plan (including from a paid plan to Free) does not delete your existing Customer Content, Actors, or API Keys. Plan limits apply only to the creation of new items; they do not remove items you already have. Some features available on higher plans may become unavailable while you are on a lower plan.

9.3 Past-due payments

If a renewal payment fails and your subscription becomes past due, your paid plan will remain active for a grace period of fourteen (14) days to allow you to update your payment method. If payment is not resolved within that period, your Workspace will revert to the Free plan.

9.4 Refunds

Subscriptions are billed in advance and are non-refundable, including for partial billing periods. Except where a refund is required by applicable law, we do not provide refunds or credits for partial billing periods, unused time, or partial use of the Service. You may cancel at any time to stop future renewals, and you will retain access to your paid plan through the end of your current paid period as described in Section 9.1.

10. Privacy, data location, and security

10.1 Privacy Policy and DPA

Our collection and use of personal data in connection with the Service are described in our Privacy Policy. Where we process personal data contained in your Customer Content on your behalf, we do so as your processor under our Data Processing Addendum, which is incorporated into these Terms where applicable and accepted when you use the Service. A signable copy of the DPA is available to Team or enterprise customers on request at [email protected].

10.2 Where your data is stored

We store and process data in the United States. If you choose to submit data that is subject to the laws of a jurisdiction outside the United States, you are responsible for ensuring that your use of the Service complies with those laws.

10.3 Security

We encrypt Customer Content in transit using TLS and at rest through our managed-infrastructure providers, including in our backups. We do not claim any specific encryption cipher, standard, or third-party certification. The Service stores Customer Content in a database that enforces tenant isolation, so that data from one Workspace is not commingled with another through the ordinary operation of the Service. No method of transmission or storage is completely secure, and we do not guarantee absolute security.

10.4 Cookies, analytics, and your privacy choices

The Service uses essential cookies (for example, to keep you signed in and to remember your selected Workspace) and analytics cookies. We use a United-States-hosted product-analytics provider to understand how the Service is used. We honor the Global Privacy Control and other recognized opt-out preference signals, and we do not sell or share your personal information for cross-context behavioral advertising. Further detail, including our cookie notice, is in our Privacy Policy.

11. Third-party services, subprocessors, and AI features

11.1 Subprocessors

We use third-party service providers (subprocessors) to operate the Service, described here by category: hosting, payments, email, analytics, AI and embeddings, and CDN/DNS. A current list of subprocessors is available on request by contacting [email protected]. We remain responsible for our subprocessors' performance of their obligations to us as described in our DPA. The third-party sign-in providers you may choose to authenticate with (such as Google or GitHub) are upstream identity providers you select; they are not Customer-Content subprocessors.

11.2 AI agents you connect

The Service is designed for AI agents to act as primary users. When you connect an AI agent, that agent acts under your authority and with credentials you control. You are responsible for the agents you connect and for the actions they take within the Service.

11.3 Embeddings and semantic search

To power semantic search within your Workspace, we transmit certain Customer Content (such as knowledge-note and decision text) to a third-party AI/embeddings provider, which acts as a subprocessor. This processing is performed server-side, and the feature degrades gracefully to text-based search if the embeddings provider is unavailable.

11.4 AI-assisted operations and support

The Service is operated with substantial automation and artificial intelligence. AI agent features process Customer Content to provide the Service to you. Our customer support and certain operational functions (such as monitoring and billing oversight) may be AI-assisted, and communications you send to [email protected] may be processed by a third-party AI provider acting as a subprocessor. Please do not include in support communications any information you are not authorized to share. Our use of AI providers is subject to the no-training commitment in Section 11.5.

11.5 We do not train AI models on your Customer Content

We do not use your Customer Content to train, fine-tune, or improve any machine-learning or artificial-intelligence models. Where the Service sends Customer Content to a third-party AI or embeddings provider to perform a feature you have requested (such as semantic search) or to assist with support, we use those providers under terms that do not permit them to train their models on data submitted through their APIs.

12. Data retention

Most Customer Content is retained until you delete it or delete the Workspace; we do not apply an automatic time-based deletion to your projects, tasks, decisions, knowledge, and similar content. Decisions are append-only and are superseded rather than deleted.

Activity-log records are subject to automatic, plan-based retention. The Free plan retains activity records for 90 days, and the Pro plan retains them for 365 days; activity records older than the applicable window are purged on a recurring schedule. Retention windows for other plans may differ and are stated in the Service or our documentation. Deletion of data from our live systems is subject to the backup-retention caveat described in Section 13.

13. Export, deletion, and backups

13.1 Export

You may export your Workspace data at any time using the Service's self-service export feature, which is available to Workspace administrators and owners.

13.2 Deletion

A Workspace owner may permanently delete a Workspace using the Service's self-service deletion feature. Deletion requires owner-level permission and an explicit confirmation, and it permanently removes the Workspace's data, memberships, Actors, API Keys, and billing state from our live systems. Deletion is irreversible.

13.3 Deletion timing and backups

After a Workspace or Account is deleted, we remove Customer Content from our live systems within thirty (30) days, and residual copies in our routine backups are purged within thirty (30) days thereafter on our normal backup-rotation cycle. After a Workspace is deleted, ongoing access through the Service is cut off, and residual backup copies are not restored except as required for our own disaster-recovery or legal-compliance purposes. Separately, because the Service exchanges API Keys for short-lived access tokens, revoking an API Key may take up to fifteen (15) minutes to fully propagate (see Section 5.4).

14. Intellectual property

14.1 Our IP

As between the parties, we and our licensors own all right, title, and interest in and to the Service, including all software, documentation, designs, and the Ledgenter and Sentravision names, logos, and marks. Except for the limited rights expressly granted to you in these Terms, no rights are granted to you by implication, estoppel, or otherwise. We grant you a limited, non-exclusive, non-transferable, revocable right to access and use the Service during the term in accordance with these Terms.

14.2 Feedback

If you provide us with suggestions, feature requests, or other feedback about the Service, you grant us a perpetual, irrevocable, worldwide, royalty-free license to use and incorporate that feedback into the Service without restriction or obligation to you.

14.3 Copyright and IP complaints (DMCA)

If you believe content on the Service infringes your copyright or other intellectual-property rights, send a notice to [email protected] that identifies the protected work, identifies the allegedly infringing material and its location on the Service, provides your contact information, and includes a good-faith statement that the use is not authorized by the rights holder, its agent, or the law. We will respond to valid notices, including by removing or disabling access to infringing material and, where appropriate, terminating the accounts of repeat infringers.

15. Suspension and termination

15.1 By you

You may stop using the Service at any time, and you may cancel paid subscriptions (Section 9) or delete your Workspaces (Section 13) at any time.

15.2 By us

We may suspend or terminate your access to the Service, in whole or in part, with or without notice, if:

• you violate these Terms (including the Acceptable Use provisions in Section 6);
• your account is past due beyond the grace period in Section 9.3;
• we are required to do so by law, or to respond to a legal or security risk; or
• we reasonably believe your use poses a risk to the Service, to us, or to other customers.

Where practicable and lawful, we will provide notice and an opportunity to cure before suspending or terminating for a curable breach.

15.3 Effect of termination

Upon termination of these Terms or of your access to the Service, your right to use the Service ceases. For a reasonable period following termination (except in cases of termination for cause involving abuse or legal risk), you may use the export feature to retrieve your Customer Content, after which we may delete your data subject to the backup caveat in Section 13.3 and our retention obligations. Sections that by their nature should survive termination (including Sections 7.1, 7.4, 7.6, 14, 17, 18, 19, 20, and 21), and any other provision that by its nature should survive, will survive.

16. Service availability and changes; early-stage service

16.1 No uptime commitment

The Service is provided on an "as available" basis. We do not currently offer a service-level agreement (SLA) or any guaranteed level of uptime, availability, backup, recovery point, or recovery time. The Service may be unavailable from time to time due to maintenance, updates, or factors outside our control.

16.2 Early-stage; changes to the Service

The Service is under active development and is offered on an evolving basis. We may add, change, suspend, or discontinue features, or change how the Service works, at any time. We will use reasonable efforts to provide notice of material adverse changes to paid features.

17. Disclaimers

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, 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 SECURE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICE OR ANY DATA WILL BE PRESERVED WITHOUT LOSS. WE MAKE NO CLAIM OF, AND THESE TERMS SHOULD NOT BE READ TO IMPLY, ANY THIRD-PARTY CERTIFICATION OR COMPLIANCE ATTESTATION (SUCH AS SOC 2, ISO 27001, HIPAA, OR PCI-DSS AS A MERCHANT). YOU ARE RESPONSIBLE FOR DETERMINING WHETHER THE SERVICE IS APPROPRIATE FOR YOUR INTENDED USE AND FOR MAINTAINING YOUR OWN BACKUPS OF YOUR CUSTOMER CONTENT.

OUTPUTS GENERATED OR ORGANIZED BY AI SYSTEMS (INCLUDING SEMANTIC SEARCH RESULTS AND AI-ASSISTED SUPPORT) MAY BE INACCURATE OR INCOMPLETE, AND YOU ARE RESPONSIBLE FOR REVIEWING THEM BEFORE RELYING ON THEM.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

18. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

(a) IN NO EVENT WILL WE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, OR DATA, OR FOR THE COST OF SUBSTITUTE SERVICES, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER THEORY, AND WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

(b) OUR TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE GREATER OF (I) THE TOTAL FEES YOU PAID TO US FOR THE SERVICE IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (II) ONE HUNDRED U.S. DOLLARS ($100).

(c) THE LIMITATIONS AND EXCLUSIONS IN THIS SECTION 18 DO NOT APPLY TO: YOUR INDEMNIFICATION OBLIGATIONS UNDER SECTION 19; A PARTY'S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS; CLAIMS ARISING FROM A PARTY'S INFRINGEMENT, MISAPPROPRIATION, OR VIOLATION OF THE OTHER PARTY'S INTELLECTUAL-PROPERTY RIGHTS; OR ANY LIABILITY THAT CANNOT BE LIMITED OR EXCLUDED UNDER APPLICABLE LAW.

THESE LIMITATIONS APPLY EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. NOTHING IN THESE TERMS LIMITS LIABILITY THAT CANNOT BE LIMITED UNDER APPLICABLE LAW.

19. Indemnification

You will defend, indemnify, and hold harmless Sentravision and its affiliates, and their respective officers, directors, employees, and agents, from and against any third-party claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) your Customer Content; (b) your or your Actors' use of the Service in violation of these Terms or applicable law; (c) your violation of any third-party right, including any intellectual-property or privacy right; or (d) the actions of any AI agent or other Actor you connect to or authorize on the Service. We will notify you of any such claim, give you reasonable control of the defense, and provide reasonable cooperation at your expense.

20. Changes to these Terms

We may update these Terms from time to time. If we make a material change, we will provide reasonable notice (for example, by posting the updated Terms at ledgenter.com/terms with a new "Last updated" date, or by notifying you through the Service or by email). Changes are effective on the date stated in the updated Terms. Your continued use of the Service after the effective date constitutes acceptance of the updated Terms. If you do not agree to the updated Terms, you must stop using the Service.

21. Governing law; dispute resolution

21.1 Governing law

These Terms, and any dispute arising out of or relating to these Terms or the Service, are governed by the laws of the State of Minnesota, USA, without regard to its conflict-of-laws rules, and excluding the United Nations Convention on Contracts for the International Sale of Goods.

21.2 Binding individual arbitration

Except for the matters described in Section 21.3, you and we agree that any dispute, claim, or controversy arising out of or relating to these Terms or the Service will be resolved by binding individual arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules then in effect. The arbitration will be seated in Minnesota, and judgment on the award may be entered in any court of competent jurisdiction. The arbitrator has authority to resolve disputes relating to the interpretation, applicability, or enforceability of this arbitration agreement.

21.3 Exceptions to arbitration

Either party may (a) bring an individual claim in small-claims court if it qualifies for that court's jurisdiction, and (b) seek injunctive or other equitable relief in a court of competent jurisdiction to protect its intellectual property or confidential information. These matters are not subject to the arbitration requirement in Section 21.2.

21.4 Class-action and jury-trial waiver

To the fullest extent permitted by applicable law, you and we agree that each may bring claims against the other only in an individual capacity, and not as a plaintiff or class member in any purported class, collective, consolidated, or representative proceeding. You and we each waive any right to a trial by jury. The arbitrator may not consolidate more than one person's claims or preside over any form of class or representative proceeding.

21.5 30-day right to opt out of arbitration

You may opt out of the arbitration agreement in Section 21.2 and the class-action waiver in Section 21.4 by emailing [email protected] within thirty (30) days after you first accept these Terms, stating your name, the account or Workspace involved, and a clear statement that you opt out of arbitration. If you opt out, the court-venue terms in Section 21.6 apply to your disputes instead. Opting out does not affect any other part of these Terms.

21.6 Court venue for non-arbitrated matters

For any dispute that is not subject to arbitration (including a dispute brought by a party who has validly opted out, and any claim seeking the relief described in Section 21.3), the exclusive venue will be the state courts of Hennepin County, Minnesota and the U.S. District Court for the District of Minnesota, and you and we consent to the personal jurisdiction of those courts.

21.7 Consumer protections

This Section applies only to the extent permitted by applicable law; it does not deprive you of any mandatory consumer protection, or override any mandatory venue or governing law, that applies in your jurisdiction.

22. General

• Entire agreement. These Terms, together with the Privacy Policy and (where applicable) the DPA, are the entire agreement between you and us regarding the Service and supersede all prior agreements on that subject.
• Assignment. You may not assign or transfer these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, reorganization, or sale of assets. Any prohibited assignment is void.
• Severability. If any provision of these Terms is held unenforceable, the remaining provisions remain in full force, and the unenforceable provision will be modified to the minimum extent necessary to make it enforceable.
• No waiver. Our failure to enforce any provision is not a waiver of our right to do so later.
• Force majeure. We are not liable for any failure or delay in performance caused by events beyond our reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, labor disputes, internet or utility failures, or actions of third-party providers.
• Export and sanctions compliance. You represent that you are not located in, or a resident of, an embargoed country, and that you are not on any applicable government restricted-party list. You will comply with all applicable export-control and sanctions laws.
• Independent contractors. The parties are independent contractors. These Terms do not create any partnership, joint venture, agency, or employment relationship.
• Notices. We may provide notices to you through the Service or by email to the address associated with your Account. You may provide notices to us at [email protected]; a postal mailing address is available on request.
• Headings. Section headings are for convenience only and do not affect interpretation.

23. Contact

For legal, privacy, support, and data-subject or CCPA requests, contact us at:

Apex Business Holdings LLC (d/b/a Sentravision) Email: [email protected] Web: ledgenter.com

A postal mailing address is available on request.