Legal · Effective April 18, 2026

Terms of Service, Advisory Disclaimer & Acceptable Use

These Terms govern access to and use of the Ledger Layer service (the “Service”) by the entity that registers an account (“Customer”) and every individual Customer invites, authorizes or enables to access the Service (each, an “Authorized User”). By creating an account, accepting an invitation, or using the Service in any capacity, Customer and each Authorized User agree to these Terms.

1. Nature of the Service — Advisory Only

Ledger Layer provides software tools that help finance and accounting teams model lease accounting (IFRS 16 / ASC 842), revenue recognition (IFRS 15 / ASC 606), and related disclosures. The Service is designed to support internal finance decisions, not to replace professional judgment, independent audit, tax advice, or legal advice.

Consistent with how Big 4 firms describe their advisory practices, Customer acknowledges and agrees that:

• The services are consulting / advisory and are performed on a non-attest basis. They are not and do not include any audit, review, examination, compilation, agreed-upon procedures engagement, forensic engagement, SOC report, or opinion.
• No form of assurance is expressed or implied, whether with respect to financial statements, internal control over financial reporting, ESG data, compliance with laws or regulations, or any other subject matter.
• Ledger Layer does not act as Customer's auditor, external accountant, reviewer, tax advisor, financial advisor, fiduciary, actuary, legal counsel, or broker-dealer.

2. No Preparation — Character of Outputs

The Service generates content that resembles accounting artifacts — including journal entries, lease schedules, revenue waterfalls, disclosure drafts, narratives, memoranda, ROU asset rollforwards, maturity analyses, workpaper-style tables, and calculation outputs. These outputs are analytical suggestions only. They are produced by a deterministic software engine operating on data Customer submits, and they do not constitute:

• the preparation of Customer's books or records;
• the preparation of Customer's financial statements or any note, schedule, or supplementary information thereto;
• a bookkeeping, accounting-write-up, outsourced controllership, or outsourced accounting function;
• a preparation engagement as described in AR-C §70 (SSARS), ISRS 4410, or any comparable pronouncement; or
• any form of attest or non-attest engagement performed by a licensed public accounting firm.

Customer is and remains the sole preparer of its books, records, general ledger entries, trial balance, financial statements, tax filings, regulatory filings, and any accompanying disclosures. Any output that Customer chooses to adopt must be independently reviewed, approved, and recorded by Customer's management before it is posted to Customer's books or used for any external reporting purpose. The form in which the Service presents information does not alter this allocation of responsibility.

3. No Reliance

Customer and each Authorized User expressly agree that they will not rely solely on the Service, any calculation performed by the Service, or any output generated by the Service as a basis for any accounting conclusion, classification, measurement, recognition, disclosure, journal entry, financial-reporting position, tax position, regulatory filing, internal-control conclusion, compliance determination, investment decision, lending decision, or representation to any third party.

Every output of the Service is a starting point for professional judgment, not a substitute for it. Before any output is adopted, Customer must apply its own suitably qualified professional review, corroborate the underlying facts, confirm applicable standard interpretations, and, where appropriate, consult its independent auditor, tax advisor, or legal counsel. Ledger Layer accepts no responsibility for decisions taken, actions omitted, or positions asserted in reliance on the Service, and no duty of care is owed to any person or entity that relies on a Service output without the independent review required by this Section.

4. Customer Responsibility for Management Decisions

Customer, through members of its management with suitable skill, knowledge and experience, retains sole responsibility for:

• Designating a qualified individual to oversee the Service.
• Evaluating the adequacy and results of the Service.
• Accepting responsibility for the results of the Service.
• Establishing and maintaining internal controls, including monitoring activities and review controls over any output of the Service before it is used.
• Making all management decisions, performing all management functions, and approving all accounting treatments, estimates, disclosures and journal entries before they are posted to Customer's books and records.

This allocation of responsibilities mirrors the independence and non-attest guardrails applied by the Big 4 when providing advisory services to attest and non-attest clients.

5. No Professional-Client Relationship

Use of the Service does not create any professional, regulated or fiduciary relationship between Ledger Layer and Customer or any Authorized User. In particular, no accountant-client, CPA-client, auditor-client, tax-advisor, financial-advisor, investment-advisor, broker-dealer, fiduciary, attorney-client, actuarial, or similar privileged or regulated relationship is formed by registering for, accessing, or using the Service, whether or not any fee is paid.

Ledger Layer is a software vendor. Communications with Ledger Layer — including through support channels, in-product chat, release notes, newsletters, webinars, benchmark commentary, or customer success interactions — are not professional advice and are not protected by any form of professional, client, or work-product privilege.

6. No Audit Interaction or Workflow Integration

The Service is designed for use by Customer's internal finance function. It is not designed to interface with, support, or be integrated into the workflow of any independent auditor, attest engagement team, internal-audit function acting in an attest capacity, external reviewer, or examiner, and it must not be represented to any such party as having been so designed.

Accordingly, Customer agrees that it will not:

• grant an auditor direct access to the Service, an Authorized User seat for audit purposes, or a machine/service credential intended for audit workflow automation;
• export Service outputs directly into an audit platform (for example a Big 4 working-paper or PBC tool) without first reviewing, adopting, and marking the output as management prepared;
• represent the Service, Ledger Layer, or any output as “audit-ready”, an “auditor's tool”, “reviewed by Ledger Layer”, or otherwise as the product of an attest or assurance engagement;
• rely on the Service for purposes of an ICFR or SOX attestation, a SOC 1 or SOC 2 control narrative of a financial reporting control, or any other control for which an opinion will be issued; or
• cause the Service to be treated as a service organization whose controls are relevant to user entities' ICFR. Ledger Layer does not hold itself out as, and Customer shall not represent Ledger Layer as, a service organization for ICFR purposes.

If an auditor nonetheless requests access to an output, Customer is responsible for (i) providing the output as management prepared, with the disclaimers required by Section 13, and (ii) making clear to the auditor that the auditor must perform its own independent procedures and may not rely on the Service.

7. Benchmarking and Market Practice — Descriptive Only

The Service may surface benchmarks, peer comparisons, market practice summaries, IBR ranges, commonly observed policy positions, and similar descriptive information (“Benchmarks”). Benchmarks are descriptive, not prescriptive. They describe what other participants have reportedly done in comparable situations; they do not constitute:

• a recommendation, endorsement, or prescription of any accounting treatment, estimate, classification, disclosure, or policy;
• a representation that any such treatment is compliant with applicable accounting standards or with Customer's facts and circumstances;
• a safe harbor, concurrence, or blessing from Ledger Layer; or
• a basis, alone or in combination with other outputs, on which Customer may conclude an accounting question.

Customer remains solely responsible for determining whether any benchmark is relevant to its facts and, if so, for applying the accounting standards to those facts through its own professional judgment or with its independent advisor.

8. Data Scope — Financial Metadata Only; No Personal Data Inside Customer Datasets

The Service is designed to process financial, accounting and disclosure metadata only. Ledger Layer does process the limited personal data necessary to operate a B2B account — work email, name, role, and operational telemetry such as IP address and request logs — and that processing is described in our Privacy Policy. Beyond that, Customer agrees that it will not upload, transmit, store, or otherwise cause the Service to process any of the following through any workbook, file, API call, MCP tool, agent invocation, email, or other channel:

• Personally identifiable information (“PII”) of any individual, including names, government identifiers, dates of birth, contact details beyond business email, or biometric identifiers.
• Protected health information (“PHI”), information regulated by HIPAA, or any health record.
• Payment card data (cardholder data regulated by PCI DSS), full bank account numbers, or other account credentials.
• Information subject to heightened consent or localization regimes, including special-category data under the GDPR, CCPA sensitive categories, and children's data.
• Classified, export-controlled, or national-security-related information.

Ledger Layer is not engaged as a processor of personal data embedded within Customer financial datasets or workbooks, has not been retained to perform such processing, and will not be held out as a processor of such data. Customer represents that all data it submits to the Service is in a form permitted by this section, and Customer is solely responsible for compliance with applicable data-protection laws and for any redaction, anonymization or aggregation required before submission. If Customer inadvertently submits restricted data, Customer shall notify Ledger Layer and arrange deletion; Ledger Layer has no obligation to treat such data as if it were permitted data. For the avoidance of doubt, business contact information required to operate user accounts (work email, name, role) and operational telemetry required to run the Service are processed as described in the Privacy Policy and are not waived by this Section.

9. Binding Effect on Invited Team Members

These Terms apply to every Authorized User, including employees, contractors, advisors, affiliates, and external auditors that Customer invites, provisions, or otherwise enables to access the Service. Customer is responsible for:

• Ensuring each Authorized User is aware of, and complies with, these Terms prior to accessing the Service.
• All acts and omissions of its Authorized Users, as if those acts and omissions were performed by Customer itself.
• Revoking access promptly when an Authorized User ceases to be authorized.

Acceptance of an invitation email, first sign-in to the Service, and continued use of the Service each constitute acceptance of these Terms by the Authorized User personally and on behalf of Customer.

10. Mutual Logo Use — Limited, Revocable License (Default on Acceptance)

By accepting these Terms, and without any separate opt-in being required, Customer grants Ledger Layer a non-exclusive, worldwide, royalty-free, revocable license to display Customer's corporate name and logo (collectively, the “Customer Marks”) solely to identify Customer as a user of the Service on the Ledger Layer website, in customer lists, case studies, investor decks, press releases, and other marketing materials. This license is a default condition of access to the Service and is granted on acceptance of these Terms; Customer may withdraw the license at any time under the wind-down terms described below.

Ledger Layer will:

• Use the Customer Marks only in accordance with any written brand guidelines Customer shares with Ledger Layer.
• Not modify the Customer Marks in a manner that is misleading or disparaging.
• Promptly cease use of the Customer Marks upon written request to support@ledgerlayer.app, subject to a commercially reasonable wind-down period for printed or cached materials.

Reciprocally, Ledger Layer grants Customer a non-exclusive, worldwide, royalty-free, revocable license to display the Ledger Layer name and logo solely to identify Customer's use of the Service in Customer's internal finance materials, board decks, and ordinary-course public statements.

Each party reserves all rights in its own marks. Neither party shall register the other's marks, use them in a domain name, or apply them to any product.

11. Product Updates, Newsletter and Operational Communications (Default on Acceptance)

By accepting these Terms — by registering an account, and for every Authorized User by accepting an invitation — Customer and each Authorized User, without any separate opt-in being required:

• Agree to receive operational communications related to the Service — including security advisories, standards updates, release notes, billing notices, audit trail retention notices, incident notifications, and compliance notices. These communications are essential to the Service and cannot be unsubscribed from while an account remains active.
• Are subscribed to the Ledger Layer newsletter and product updates — covering new standards interpretations, reporting-standard briefings, product releases, and best practices. This subscription is a default condition of access to the Service and applies to every Authorized User the Customer invites. Each Authorized User may unsubscribe from the newsletter at any time using the link at the bottom of any issue or by emailing support@ledgerlayer.app. Unsubscribing from the newsletter does not terminate operational communications described above.

Ledger Layer complies with applicable electronic-communications laws including CAN-SPAM (US), CASL (Canada), ePrivacy (EU/UK), and the consent framework of the GDPR as applicable; consent for the newsletter is obtained through acceptance of these Terms at sign-up and at invitation acceptance, which Customer represents it has the authority to give on behalf of each Authorized User it invites.

12. Acceptable Use

Customer and Authorized Users shall not:

• Represent any output of the Service as auditor's work product, an audit opinion, a reviewed financial statement, prepared financial statements, bookkeeping output, or the product of an attest, preparation, or compilation engagement.
• Submit Service outputs to regulators, lenders, investors, or rating agencies without clearly labeling them as management prepared, advisory, and not attested to by Ledger Layer.
• Integrate the Service into the workflow of any independent auditor or assurance provider, or use the Service for ICFR, SOX, SOC 1, or SOC 2 attest purposes, in each case as described in Section 6.
• Treat Benchmarks as recommendations or concurrences in violation of Section 7.
• Submit data prohibited by Section 8.
• Reverse-engineer, copy, benchmark, or resell the Service, its engine, its prompts, or its deterministic logic.
• Use the Service to build a competing product or to train any third-party AI model.
• Violate any law, regulation, export control, sanctions regime, third-party right, or Ledger Layer's security policies.

13. Intellectual Property and Deliverables

Ledger Layer owns the Service, engine, models, prompts, templates, standards libraries, disclosure packs, and all improvements, feedback and derivative works thereof. Customer owns its input data and any workpaper outputs populated from Customer's own data. Deliverables generated through the Service are licensed to Customer for internal finance use; they may not be shared with third parties (including auditors, regulators, lenders, or investors) without being clearly marked as “Management prepared — advisory output of Ledger Layer software; not audit, review, attest, or assurance work product; no reliance.”

14. Disclaimers of Warranty

THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE.” LEDGER LAYER DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTY ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. LEDGER LAYER DOES NOT WARRANT THAT THE SERVICE WILL BE ERROR-FREE, THAT ANY CALCULATION WILL BE CORRECT FOR CUSTOMER'S FACTS, OR THAT USE OF THE SERVICE WILL RESULT IN COMPLIANCE WITH ANY ACCOUNTING STANDARD, LAW, OR REGULATORY REQUIREMENT.

15. Limitation of Liability

To the maximum extent permitted by law, neither party shall be liable for indirect, incidental, consequential, special, exemplary or punitive damages, or for lost profits, revenue, goodwill, or data. Each party's aggregate liability arising out of or related to these Terms shall not exceed the fees paid by Customer to Ledger Layer in the twelve months preceding the event giving rise to the claim. These limitations apply notwithstanding the failure of essential purpose of any limited remedy.

16. Indemnification

Customer shall defend and indemnify Ledger Layer from claims arising out of (i) Customer's or any Authorized User's breach of these Terms; (ii) submission of prohibited data under Section 8; (iii) reliance on the Service in violation of Section 3, or treatment of any output as preparation in violation of Section 2; (iv) integration of the Service into an audit workflow, or representation of Service outputs as audit, attest, preparation, or assurance work product, in violation of Sections 6 or 12; (v) treatment of Benchmarks as recommendations or concurrences in violation of Section 7; or (vi) any reliance placed by a third party on Service outputs, whether or not Customer authorized that reliance.

17. Term, Suspension and Termination

These Terms begin on first use of the Service and continue for the subscription term. Ledger Layer may suspend or terminate the Service for material breach, non-payment, suspected unauthorized use, or prohibited data submission. Upon termination, access ends and Ledger Layer will delete or return Customer data as described in the Data Processing Schedule.

18. Governing Law and Forum

These Terms are governed by the laws of the State of Delaware, without regard to its conflict-of-law rules. The parties submit to the exclusive jurisdiction of the state and federal courts located in Wilmington, Delaware, except that either party may seek injunctive relief in any court of competent jurisdiction to protect intellectual property or confidentiality.

19. Changes to These Terms

Ledger Layer may update these Terms from time to time. Material changes will be announced by email or in-product notice at least thirty (30) days before they take effect. Continued use of the Service after the effective date constitutes acceptance of the updated Terms by Customer and every Authorized User.

20. Contact

Questions, opt-out requests, logo-use objections, communications preferences, and security or incident reports should all be directed to support@ledgerlayer.app.