1. Agreement to these Terms

These Terms and Conditions ("Terms") govern access to and use of the OmniLedgr cloud software platform, website at https://omniledgr.com, and related services (collectively, the "Service") operated by the OmniLedgr team ("OmniLedgr," "we," "us," or "our").

By creating an account, clicking to accept, or using the Service, you agree to these Terms on behalf of yourself and the business entity you represent ("Customer," "you," or "your"). If you do not agree, do not use the Service.

If you use the Service on behalf of a company, you represent that you have authority to bind that company to these Terms.

2. Description of the Service

OmniLedgr is a business-to-business (B2B) software-as-a-service (SaaS) platform for construction contractors and related businesses. The Service may include job costing, bookkeeping workflows, chart of accounts, estimates, progress billing, pay applications, accounts payable and receivable, document generation, optional modular features, integrations, and artificial intelligence (AI) assisted tools.

We may add, modify, or discontinue features at any time. Module availability may depend on your subscription tier or enabled settings.

3. Eligibility

The Service is intended for business users who are at least 18 years old. You may not use the Service for personal, family, or household purposes as a consumer product.

You are responsible for ensuring that your use of the Service complies with applicable laws, licensing requirements, and obligations to your customers, lenders, insurers, and regulators.

4. Accounts and security

You must provide accurate registration information and keep credentials confidential. You are responsible for all activity under your account and organization workspace.

Notify us promptly at [email protected] if you suspect unauthorized access. We may suspend or terminate accounts that violate these Terms or pose security risk.

5. Subscriptions, modules, and billing

Access to paid capabilities requires an active subscription at the tier you select (e.g., Free, Pro, Business, Enterprise) under Settings → Billing. Prices, limits, and feature matrices are described on our website and in product documentation; we may change pricing on renewal with reasonable notice where required by law.

Paid subscriptions renew automatically until canceled through the billing portal or by contacting us. Fees are non-refundable except where required by law or expressly stated in writing.

Optional modules, integrations, or add-ons may be enabled or disabled in your account. Enabling a module constitutes your request for that functionality under your current plan and these Terms.

Third-party payment processing (e.g., Stripe) is subject to the processor's terms. You authorize us and our payment partners to charge applicable fees and taxes.

6. License grant

Subject to these Terms and payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Service for your internal business operations during the subscription term.

You may not sublicense, resell, reverse engineer, decompile, scrape, or build a competing product using the Service except to the extent such restrictions are prohibited by law.

7. Your data and content

You retain ownership of data, files, and content you submit to the Service ("Customer Data"), including financial records, job information, vendor data, and documents you upload or generate.

You grant us a worldwide license to host, process, transmit, display, and back up Customer Data solely to provide, secure, maintain, and improve the Service, comply with law, and as described in our Privacy Policy.

You represent that you have all rights necessary to provide Customer Data and that it does not violate third-party rights or applicable law.

8. AI-assisted features — important disclaimers

The Service may use AI and automation to suggest transaction categories, generate estimates, draft proposals, contracts, lien waivers, pay applications, or other outputs ("AI Output"). AI Output is provided for convenience only.

AI Output is not legal advice, tax advice, accounting advice, engineering advice, or professional services. No attorney-client, accountant-client, fiduciary, or advisory relationship is created between you and OmniLedgr.

AI systems can be inaccurate, incomplete, or outdated. You must independently review, verify, and approve all AI Output before reliance, signature, filing, billing, payment, or submission to any owner, lender, government agency, or other party.

Templates and generated documents may not comply with your jurisdiction, contract, or project requirements. You are solely responsible for compliance with federal, state, and local laws (including Ohio construction, lien, and tax laws where applicable).

USE OF AI OUTPUT IS AT YOUR OWN RISK. WE DISCLAIM LIABILITY FOR DECISIONS YOU MAKE BASED ON AI OUTPUT.

Do not use the Service as a substitute for licensed attorneys, CPAs, or other qualified professionals.
Do not input highly sensitive personal data into AI features unless necessary for your business purpose and permitted by law.

9. Acceptable use

You agree not to:

Use the Service unlawfully, fraudulently, or to harass others.
Upload malware or attempt to breach our or third-party systems.
Access another organization's data without authorization.
Misrepresent AI Output as human professional work product guaranteed by OmniLedgr.
Overload or interfere with Service infrastructure.

10. Third-party services

The Service may integrate with third parties (e.g., payment processors, banking aggregators, cloud hosting). Those services are governed by their own terms and privacy policies. We are not responsible for third-party acts or outages.

11. Intellectual property

We and our licensors own the Service, software, user interface, documentation, default templates, and branding. Except for the limited license in Section 6, no rights are granted to you.

Feedback you provide may be used by us without restriction or compensation. You may not remove proprietary notices from the Service.

As between you and us, you own Customer Data. We own aggregated, de-identified usage statistics that do not identify you.

12. Confidentiality

Each party may receive non-public information from the other. The receiving party will use reasonable care to protect it and use it only for purposes of the relationship, except as required by law or with consent.

13. Disclaimer of warranties

THE SERVICE AND ALL AI OUTPUT ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ACCURACY OF BOOKKEEPING, TAX, OR LEGAL RESULTS.

We do not warrant uninterrupted or error-free operation, or that the Service will meet your requirements or produce any particular financial outcome.

14. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW (INCLUDING OHIO LAW):

IN NO EVENT WILL OMNILEDGR OR ITS OFFICERS, DIRECTORS, EMPLOYEES, OR SUPPLIERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS INTERRUPTION, ARISING FROM OR RELATED TO THE SERVICE OR THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY.

OUR TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING IN ANY 12-MONTH PERIOD WILL NOT EXCEED THE GREATER OF (A) AMOUNTS YOU PAID US FOR THE SERVICE IN THAT 12-MONTH PERIOD, OR (B) ONE HUNDRED U.S. DOLLARS ($100).

Some jurisdictions do not allow certain limitations; in those cases our liability is limited to the fullest extent permitted by law.

15. Indemnification

You will defend, indemnify, and hold harmless OmniLedgr and its personnel from claims, damages, losses, and expenses (including reasonable attorneys' fees) arising from: (a) your Customer Data; (b) your use of the Service; (c) your violation of these Terms or law; (d) your reliance on or distribution of AI Output; or (e) disputes with your customers, subcontractors, or employees.

16. Term and termination

These Terms apply while you use the Service. You may stop using the Service at any time; cancellation stops future subscription charges per billing terms.

We may suspend or terminate access for breach, non-payment, risk, or discontinuation of the Service. Upon termination, your license ends; we may delete Customer Data after a reasonable retention period except where law requires retention.

Sections that by nature should survive (including payment obligations, disclaimers, limitation of liability, indemnity, governing law, and dispute resolution) survive termination.

17. Changes to these Terms

We may update these Terms by posting a revised version with a new effective date. Material changes will be notified via the Service or email where practicable. Continued use after the effective date constitutes acceptance, except where prohibited by law.

18. Governing law (Ohio)

These Terms are governed by the laws of the State of Ohio, without regard to conflict-of-law rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

19. Dispute resolution and arbitration

Before filing a claim, you agree to contact us at [email protected] and attempt good-faith resolution for at least 30 days.

Except for claims seeking injunctive relief for intellectual property misuse or unauthorized access, any dispute arising from these Terms or the Service will be resolved by binding individual arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The seat of arbitration will be Ohio, USA. The Federal Arbitration Act governs enforcement.

YOU AND OMNILEDGR WAIVE ANY RIGHT TO A JURY TRIAL OR TO PARTICIPATE IN A CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION.

If arbitration is unenforceable for a particular claim, exclusive jurisdiction will be in state or federal courts located in Ohio, and you consent to personal jurisdiction there.

20. Export and compliance

You may not use the Service in violation of U.S. export control or sanctions laws. You represent you are not barred under such laws.

21. General

These Terms, together with the Privacy Policy and any order or plan description, are the entire agreement regarding the Service. If any provision is unenforceable, the remainder stays in effect. Our failure to enforce a provision is not a waiver. You may not assign these Terms without our consent; we may assign to an affiliate or successor. Notices to you may be sent to your account email.

22. Contact

Legal and contractual notices: [email protected].