LedgerLock — Terms of Service

Effective date: July 18, 2026
Service: LedgerLock, at ledgerlock.the-atlas-project.net
Provider: The Atlas Project (operator of the "An Atlas Project" portfolio)

Plain-English summary (not a substitute for the full terms). LedgerLock reconciles and closes your Stripe books and — once you connect and approve — posts corrected journal entries into your QuickBooks Online or Xero. It is a flat monthly subscription; we never take a percentage of your money and never gain the ability to move your funds. LedgerLock is not accounting, tax, or audit advice, and every journal entry it produces must be reviewed by you or your accountant before you rely on it. The full text below governs.

§1 Acceptance of Terms (Clickwrap)

By clicking "Create account," "Sign up," "Subscribe," "Go live," "I agree," or a similar control, or by accessing or using LedgerLock (the "Service"), you agree to be bound by these Terms of Service ("Terms") and by our Privacy Policy, which is incorporated by reference. If you do not agree, do not create an account or use the Service.

You represent that you are at least 18 years old and, if acting for an organization, that you have authority to bind it. If you are entering into these Terms on behalf of a company or other legal entity, "you" and "your" refer to that entity.

These Terms form a binding agreement between you and The Atlas Project ("we," "us," "our," "Provider"). We may present a summary or highlights of these Terms for convenience, but the full text governs.

§0 Definitions

• "Service" — the LedgerLock software-as-a-service made available at ledgerlock.the-atlas-project.net, including its website, application, APIs, and related documentation.
• "You," "your," "Customer" — the individual or entity that registers for or uses the Service. If you use the Service on behalf of an organization, "you" means that organization.
• "Account" — your registered access credential and workspace for the Service.
• "Subscription" — a paid or free plan granting access to the Service for a recurring term.
• "Order" — your selection of a plan at signup or checkout, together with these Terms.
• "Connected Account" — a third-party account you link to the Service by OAuth: your Stripe account (read-only), and your QuickBooks Online or Xero accounting account (least-privilege read/write within the scopes you grant).
• "Your Content" — data, files, records, and materials you submit to or generate within the Service, or that the Service accesses on your instruction from a Connected Account (e.g., your Stripe transaction, payout, fee, refund, and dispute records; your accounting-book records).
• "Third-Party Services" — services not operated by us that you connect to or that the Service relies on (e.g., Stripe, Intuit QuickBooks, Xero, Vercel, Supabase, Resend).
• "Output" — the reconciliations, close runs, corrected journal entries, side-by-side comparisons, audit packs, and other materials the Service produces from Your Content.
• "Terms" — these Terms of Service, together with any Order.

§2 The Service; Accounts; Eligibility

2.1 What the Service does. LedgerLock reads your Stripe ledger, reconciles it by payout (grouping charges, splitting processing fees, netting refunds and disputes once, and — on eligible tiers — normalizing multi-currency FX), and produces corrected, balanced journal entries. Once you connect an accounting book and approve, the Service posts those entries to your QuickBooks Online or Xero. The free Close Scan is read-only and produces a comparison against what your existing template or process posted.

2.2 Account registration. You must provide accurate, current registration information and keep it up to date. You are responsible for all activity under your Account and for maintaining the confidentiality of your credentials. Notify us promptly at admin@the-atlas-project.net of any unauthorized use.

2.3 Authentication. The Service uses Supabase for authentication. You are responsible for safeguarding any password, magic link, or OAuth session associated with your Account.

2.4 Eligibility. The Service is intended for business and professional use by users who are at least 18. It is not directed to children (see §16). You may not use the Service if you are barred under applicable law or sanctions (see §17).

2.5 One account per user/entity unless we agree otherwise in writing. You may not share credentials or resell access except as §4 expressly permits (e.g., bookkeepers running the Service for their clients on the Firm plan).

2.6 Changes to the Service. We may add, modify, or discontinue features. We will use reasonable efforts to give notice of material adverse changes to paid features. Continued use after a change constitutes acceptance.

§3 Subscriptions, Billing, Fees, and Refunds

3.1 Flat subscription — no performance fee, no funds handling. LedgerLock is a flat recurring subscription. We do not charge a percentage of your revenue, your Stripe deposits, or anything the Service reconciles or recovers, and we never hold, route, or move your money. Your tier is determined only by transaction volume and the features you choose.

3.2 Plans and prices. The current plans are:

Prices are in U.S. dollars. Plan limits (transaction counts, client books, currencies, features) are as shown at checkout and in the product, and may be enforced by the Service. The Close Scan is always free; you pay only to post the corrected close and keep future months closed.

3.3 Payment processor. All payments are processed by Stripe. By subscribing, you authorize us and Stripe to charge your payment method for the fees associated with your plan. You also agree to Stripe's applicable terms. We do not store full card numbers; card data is handled by Stripe. Sales tax is calculated and applied automatically at checkout where required.

3.4 Auto-renewal. Paid plans are offered on a monthly or annual recurring basis, as shown at checkout, and automatically renew at the end of each billing period at the then-current rate until cancelled. Annual plans are billed once per year and include two months free relative to the monthly rate.

3.5 Free Proof tier. The Free Proof tier is read-only, watermarked, and limited as described above. It may change or end at our discretion. We will not begin charging a paid rate without your having selected a paid plan.

3.6 Price changes. We may change prices. For recurring subscriptions, we will give at least 30 days' notice before a price change takes effect for your next renewal, by email to your Account address or in-product notice. If you do not agree, you may cancel before the change takes effect.

3.7 Cancellation. You may cancel at any time from the Stripe customer portal in your Account settings, or by emailing admin@the-atlas-project.net. Cancellation takes effect at the end of the current billing period. You retain access until then. On downgrade to Free, posting is turned off; journal entries already posted to your accounting book remain there and are unaffected.

3.8 Refunds. Except where required by applicable law, fees are non-refundable, and we do not provide prorated refunds for partial periods, unused time, or downgrades. If mandatory local consumer law grants you a refund or withdrawal right, we honor it to the extent required.

3.9 Taxes. Fees are exclusive of taxes. You are responsible for any sales, use, VAT, GST, or similar taxes, excluding taxes on our net income. Where we are required to collect tax, it will be added at checkout.

3.10 Failed payments; past-due accounts. If a charge fails, we (via Stripe) may retry. We may suspend or downgrade your Account for non-payment after reasonable notice.

3.11 Chargebacks. If you dispute a charge with your bank rather than contacting us first, we may suspend your Account pending resolution. We ask that you contact admin@the-atlas-project.net before initiating a chargeback.

§4 Acceptable Use Policy

You agree not to, and not to permit any third party to:

1. Use the Service in violation of any law, regulation, or third party's rights.
2. Reverse engineer, decompile, or attempt to derive source code, except to the extent this restriction is prohibited by law.
3. Resell, sublicense, or provide the Service to third parties except as expressly allowed — bookkeepers and firms may run the Service to close their own clients' books on the Firm plan, but may not resell bare access to the Service itself.
4. Circumvent usage limits, rate limits, transaction caps, client-book caps, or access controls; probe, scan, or test the vulnerability of the Service without authorization.
5. Upload malware, or content that is unlawful, infringing, or that you lack the rights to submit.
6. Use automated means to extract data from the Service beyond features we provide, or to build a competing dataset, reconciliation engine, or product.
7. Misrepresent Output — for example, presenting an unreviewed, draft, or watermarked reconciliation as filed, final, or accountant-approved books (see §8).
8. Interfere with or disrupt the integrity or performance of the Service, its close engine, its dedupe ledger, or the data it contains.

We may investigate suspected violations and may suspend or terminate access for conduct we reasonably believe violates this section or creates risk or legal exposure. The Service also runs automated abuse checks on scan and account activity.

§5 Your Content; Licenses; Responsibility

5.1 Ownership. As between you and us, you retain all rights in Your Content, including your Stripe records and your accounting books. We claim no ownership of them.

5.2 License to us. You grant us a worldwide, non-exclusive, royalty-free license to host, copy, process, transmit, and display Your Content solely to provide, maintain, secure, and improve the Service for you, and as needed to route it to the Third-Party Services and subprocessors you have enabled (Stripe, QuickBooks Online, Xero). This license ends when Your Content is deleted, except for residual backups purged on our ordinary cycle and records we must retain by law.

5.3 Your representations. You represent that you have all rights and consents necessary to submit Your Content and to have us process it as described — including authority over the Stripe account and the accounting book you connect — and that Your Content and your use of Output do not violate law or third-party rights.

5.4 Sensitive data. The Service processes financial records inherent to its function (Stripe transaction, payout, fee, refund, and dispute data, and accounting-book records), as described in this section, the Privacy Policy, and the mini-DPA in Exhibit A. Do not submit special-category data (e.g., health, biometric, or government-ID numbers) into free-text fields; the Service does not need it.

5.5 Feedback. If you send us suggestions, we may use them without restriction or obligation to you.

§6 Intellectual Property; Our Rights; Third-Party Marks

6.1 Our IP. The Service, including its software, its deterministic close engine and dedupe protocol, design, text, and the Atlas Project and LedgerLock names and logos, is owned by us or our licensors and protected by IP laws. Except for the limited right to use the Service under these Terms, no rights are granted to you.

6.2 License to you. Subject to these Terms and payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, revocable right to access and use the Service for your internal business purposes for the term of your Subscription.

6.3 Third-party trademarks / nominative use. LedgerLock references third-party companies and products by name — including Stripe, Intuit and QuickBooks Online, and Xero — solely to identify the services you connect. Those names are the trademarks of their respective owners and are used only for nominative identification. We are not affiliated with, endorsed by, or sponsored by Stripe, Intuit, or Xero.

§7 Third-Party Services, Connections, and Authorization

7.1 Connections you enable. The Service integrates with Third-Party Services at your direction. Your use of those services is governed by their own terms and privacy policies. You are responsible for maintaining the accounts and permissions required and for the accuracy of the scopes you grant.

7.2 Scope of access you authorize.

• Stripe (read-only). You authorize the Service to connect to your Stripe account with a read-only scope, to read the transaction, payout, fee, refund, and dispute data needed to reconcile your books. The Service cannot move funds, cannot issue refunds, and cannot change anything in your Stripe account. This is not payments onboarding and does not create a payments or Connect relationship.
• QuickBooks Online / Xero (read/write, least-privilege). To post a close, you authorize the Service to connect to your QuickBooks Online or Xero account with least-privilege accounting scopes and to write journal entries within those scopes, together with the account-mapping you configure. The Service writes only the entries you approve.

7.3 You approve before anything posts. No journal entry is written to your accounting book until you approve it. You control the one-time account mapping (e.g., clearing, processing fees, sales, FX gain/loss) that determines how entries post, and you may change it. You may revoke any connection at any time from your Stripe and accounting dashboards, and from the Service; revocation stops future reads and posts.

7.4 The never-double-post protocol. The Service keys each journal entry with a stable identifier and maintains an append-only dedupe ledger and a uniqueness constraint so that the same payout is not booked twice even if you re-run a close, reconnect, or retry. This is a core engineering commitment, but it is not a warranty (see §9); you remain responsible for reviewing posted entries in your accounting system.

7.5 Third-party changes and availability. We are not responsible for the availability, accuracy, or acts of Stripe, Intuit/QuickBooks, Xero, or other Third-Party Services, and their failure, rate-limiting, API change, or downtime may affect the Service.

§8 Not Accounting, Tax, or Audit Advice; Accuracy of Output; Your Review Obligation

8.1 Not professional advice. LedgerLock is bookkeeping-automation software. It is not an accountant, bookkeeper, auditor, tax preparer, or financial advisor, and the Service and its Output do not constitute accounting, bookkeeping, tax, audit, assurance, financial, or legal advice. We do not prepare or file tax returns and do not provide an audit or attestation of your books.

8.2 Output is software-generated and must be reviewed before you rely on it. The journal entries, reconciliations, comparisons, and audit packs the Service produces are automatically generated from your data and your account mapping. They may be incomplete, out of date, or incorrect, including because of errors or gaps in the source data, misconfiguration of your account mapping, edge cases, currency handling, or changes in third-party APIs. You are responsible for reviewing, verifying, and approving every entry — and for having your accountant or bookkeeper review it — before it posts and before you or anyone else relies on it for financial reporting, tax filing, or any other purpose. The approval step exists for this reason.

8.3 Your books of record remain yours. Your accounting system is your book of record. LedgerLock helps you close it correctly, but you (and your accountant) are responsible for the accuracy, completeness, and lawful maintenance of your books and for any filings made from them.

8.4 Backups. You are responsible for maintaining backups and version history within your own accounting system (QuickBooks Online / Xero) and for using its own audit-log and undo capabilities. The Service is not a backup service for your accounting book.

§9 Warranty Disclaimer

THE SERVICE, OUTPUT, AND ALL RELATED MATERIALS ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTY 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 OUTPUT — INCLUDING ANY JOURNAL ENTRY, RECONCILIATION, BALANCE, FEE SPLIT, FX NORMALIZATION, OR AUDIT PACK — WILL BE ACCURATE, COMPLETE, CURRENT, OR RELIABLE. WHILE THE SERVICE IS ENGINEERED FOR DETERMINISTIC, IDEMPOTENT, BALANCED ENTRIES AND GUARDS AGAINST DOUBLE-POSTING, WE DO NOT WARRANT ERROR-FREE OUTPUT OR THAT ANY SET OF BOOKS WILL BE CORRECT, AND YOU MUST REVIEW OUTPUT BEFORE RELYING ON IT (§8). WE DO NOT WARRANT ANY PARTICULAR FINANCIAL, TAX, OR AUDIT OUTCOME.

Some jurisdictions do not allow the exclusion of certain warranties, so some of the above may not apply to you.

§10 Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

10.1 Exclusion of certain damages. NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST DATA, LOST GOODWILL, BUSINESS INTERRUPTION, OR THE COST OF RESTATING OR RE-AUDITING BOOKS, ARISING OUT OF OR RELATING TO THE SERVICE, EVEN IF ADVISED OF THE POSSIBILITY.

10.2 Cap. OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICE OR THESE TERMS WILL NOT EXCEED THE GREATER OF (a) THE TOTAL FEES YOU ACTUALLY PAID US FOR THE SERVICE IN THE TWELVE (12) MONTHS IMMEDIATELY BEFORE THE EVENT GIVING RISE TO THE LIABILITY, OR (b) ONE HUNDRED U.S. DOLLARS ($100).

10.3 Application. THESE LIMITS APPLY TO ALL THEORIES OF LIABILITY (CONTRACT, TORT, STATUTE, OR OTHERWISE) AND ARE AN ESSENTIAL BASIS OF THE BARGAIN. Because the Service acts on your books of record, this allocation of risk — including your obligation to review Output before relying on it (§8) — is a material term without which the Service would not be offered at these prices. Some jurisdictions do not allow certain limitations, so parts of this section may not apply to you; in that case our liability is limited to the least extent permitted.

10.4 Third-party outcomes. We are not liable for the acts, omissions, decisions, or errors of Stripe, Intuit/QuickBooks, Xero, your accountant or bookkeeper, or any tax authority, or for any consequence of entries you approved and posted.

§11 Indemnification

You will defend, indemnify, and hold harmless The Atlas Project and its owners, employees, and agents from and against any third-party claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) Your Content, including your Stripe and accounting data; (b) your use of the Service or Output, including journal entries you approved and posted to your books and any financial statement or tax filing derived from them; (c) your violation of these Terms, applicable law, or third-party rights (including data-protection and tax-record rules); (d) actions you authorized us or the Service to take in your Connected Accounts within the scopes you granted; and (e) your relationships with your own accountant, bookkeeper, clients, or counterparties. We may assume the exclusive defense of any matter subject to indemnification, at your expense, and you will cooperate.

§12 Term; Suspension; Termination

12.1 Term. These Terms apply while you have an Account or use the Service.

12.2 Termination by you. You may terminate by cancelling and closing your Account. §3.7–3.8 (cancellation/refunds) apply. On termination or downgrade, posting stops; entries already posted to your accounting book remain in your book.

12.3 Suspension/termination by us. We may suspend or terminate your access, with or without notice, for (a) breach of these Terms or the Acceptable Use Policy, (b) non-payment, (c) legal or security risk, or (d) conduct that may harm us, other users, or third parties. Where practical and lawful, we will give notice.

12.4 Effect. On termination, your license to use the Service ends. We will make Your Content available for export for a limited period where feasible, then delete or de-identify it on our ordinary cycle, except records we must retain by law. Deletion of financial records we process on your behalf follows the mini-DPA (Exhibit A). Encrypted OAuth tokens for your Connected Accounts are deleted when you disconnect or close your Account.

12.5 Survival. Sections that by their nature should survive (e.g., §§3.8–3.9, 5–6, 8–11, 13–19, and Exhibit A) survive termination.

§13 Modifications to These Terms

We may update these Terms. If we make a material change, we will provide notice by email to your Account address or by a conspicuous in-product notice at least 15 days before it takes effect (or as required by law), and we will update the "Last updated" date. Non-material changes take effect when posted. Your continued use after the effective date constitutes acceptance. If you do not agree, you must stop using the Service and may cancel under §3.7.

§14 Governing Law and Venue

14.1 Governing law. These Terms are governed by the laws of the State of [STATE=New York] and applicable U.S. federal law, without regard to conflict-of-laws rules. The U.N. Convention on Contracts for the International Sale of Goods does not apply.

14.2 Venue. The state and federal courts located in [STATE=New York] have exclusive jurisdiction, and each party consents to personal jurisdiction and venue there.

Owner flag: [STATE=New York] is an educated default, not a researched match to your situation. Confirm it against your state of formation and where you actually operate before launch (see 01-DECISIONS.md §2).

§15 Dispute Resolution

15.1 Informal resolution first. Before filing any claim, you agree to contact us at admin@the-atlas-project.net and attempt in good faith to resolve the dispute for at least 30 days.

15.2 Courts. Any dispute that is not resolved informally will be resolved exclusively in the state or federal courts located in [STATE=New York], as set out in §14.2, and each party waives any objection to that venue. Each party waives any right to a jury trial to the extent permitted by law.

Owner flag: Per 01-DECISIONS.md §3, the portfolio ships Option B (courts) as the safer launch default, consistently across all products. An arbitration-with-class-waiver alternative exists in the master framework (§15 Option A) and can be adopted later, portfolio-wide, after attorney review, via a §13 Terms update. Do not enable arbitration for LedgerLock alone.

§16 Children

The Service is not directed to individuals under 18, and we do not knowingly collect personal information from them. If you believe a minor has provided us personal information, contact admin@the-atlas-project.net and we will delete it.

§17 Export, Sanctions, and Trade Compliance

You represent that you are not located in, and are not a resident or national of, any country or region subject to comprehensive U.S. sanctions, and that you are not on any U.S. government restricted-party list. You will not use the Service in violation of U.S. export-control or sanctions laws. We may block or terminate access to comply.

§18 Notices; Assignment; Force Majeure; Miscellaneous

18.1 Notices to you may be sent to your Account email or posted in-product. Notices to us go to admin@the-atlas-project.net.
18.2 Assignment. You may not assign these Terms without our consent; we may assign them in connection with a merger, acquisition, or sale of assets.
18.3 Force majeure. Neither party is liable for delay or failure due to causes beyond reasonable control, including third-party API outages.
18.4 No waiver. A failure to enforce is not a waiver.
18.5 Relationship. The parties are independent contractors; these Terms create no agency, partnership, or joint venture.
18.6 No third-party beneficiaries, except indemnified parties under §11.

§19 Severability; Entire Agreement

If any provision is held unenforceable, it will be modified to the minimum extent necessary or severed, and the rest remains in effect. These Terms, together with the Privacy Policy, the mini-DPA (Exhibit A), and your Order, are the entire agreement between you and us regarding the Service and supersede prior agreements on the subject.

Exhibit A — Mini Data Processing Addendum (LedgerLock)

This Exhibit applies to personal data the Service processes on your behalf from your Connected Accounts and uploads ("Customer Personal Data") — for LedgerLock, personal data contained in your Stripe records and accounting books (e.g., customer names, emails, and transaction details within your financial records). It supplements the Privacy Policy and forms part of these Terms.

1. Roles. For Customer Personal Data, you are the controller and we are the processor (or, where you are yourself a processor, e.g., a bookkeeper acting for a client, we are your sub-processor).
2. Instructions. We process Customer Personal Data only (a) to provide and secure the Service, (b) per your documented instructions (including your configuration, account mapping, and the connection scopes you grant), and (c) as required by law (we will tell you unless legally barred).
3. Purpose limitation. We will not sell Customer Personal Data, use it for advertising, or use it to train generalized AI models. LedgerLock's close engine is deterministic software — no AI/LLM model is used on the ledger path — so your financial records are not sent to any AI subprocessor.
4. Confidentiality. Personnel with access are bound by confidentiality. Human access to Customer Personal Data occurs only as needed for security or support.
5. Sub-processors. You authorize the subprocessors listed in the Privacy Policy (Vercel, Supabase, Stripe, Resend, Intuit/QuickBooks, Xero). We remain responsible for their performance and will give notice of material changes with a chance to object.
6. Security. We maintain reasonable technical and organizational measures appropriate to the risk, including encryption in transit and at rest. OAuth access and refresh tokens for your Connected Accounts are stored as AES-256-GCM ciphertext and are never returned to any user client.
7. Assistance. Taking into account the nature of processing, we will reasonably assist you with data-subject requests, security, breach notification, and DPIAs. We will notify you without undue delay after becoming aware of a personal-data breach affecting Customer Personal Data.
8. Deletion/return. On termination or your request, we will delete or return Customer Personal Data, subject to residual backups purged on our ordinary cycle and legal-retention requirements. Note that entries already posted to your accounting book live in your system and are governed by your control of that book.
9. International transfers. Where applicable, the EU Standard Contractual Clauses and UK Addendum apply, as described in the Privacy Policy.
10. Audit. We will make available information reasonably necessary to demonstrate compliance and allow for reasonable, confidential audits on notice, subject to appropriate limits.

This mini-DPA is a lightweight schedule suitable for self-serve customers. Enterprise customers requiring a negotiated DPA and full SCC set should contact admin@the-atlas-project.net; that document should be attorney-reviewed.

Last updated: July 18, 2026 · The Atlas Project · admin@the-atlas-project.net · admin@the-atlas-project.net · [MAILING_ADDRESS]

This document was prepared with automated assistance and has not been reviewed by an attorney. It is not legal advice.