Terms of Service

Effective Date: March 31, 2026

Welcome to Ledge!

Please read these Ledge Terms of Service (the “Terms of Service”) carefully. These Terms of Service apply when you access, use, or visit the Ledge website located at https://ledge.io (the “Site”) or the Ledge mobile application (the “App”), and the services, content and other materials made available through the Site and the App (these services, content, and materials, together with the Site and the App, are referred to in these Terms of Service as the “Ledge Service”). The Ledge Service is owned and operated by The Ledge Inc. (referred to in these Terms of Service as “Ledge,” “Company,” “We,” or “Us”). We prepared these Terms of Service to help explain the terms that apply to your use of the Ledge Service. Offerings and services provided through the Ledge Service may be subject to additional terms, conditions, guidelines and rules, which will be provided to you at the time you elect to receive the applicable offerings and/or services.

BY USING THE LEDGE SERVICE, YOU AGREE TO BE BOUND BY THESE TERMS OF SERVICE AND YOU REPRESENT AND WARRANT THAT YOU HAVE READ THESE TERMS OF SERVICE, UNDERSTAND THEM, AND AGREE TO BE BOUND BY THEM.

NOTICE REGARDING ARBITRATION AND DISPUTE RESOLUTION: YOU AND THE COMPANY AGREE THAT ANY FUTURE DISPUTES BETWEEN YOU AND THE COMPANY WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION, UNLESS YOU OPT-OUT IN ACCORDANCE WITH SECTION 25. UNLESS YOU OPT-OUT OF ARBITRATION, YOU ARE WAIVING YOUR RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, CLASS ARBITRATION, OR REPRESENTATIVE PROCEEDING, AND YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS. IF YOU WISH TO OPT OUT OF ARBITRATION, FOLLOW THE OPT-OUT PROCEDURE SPECIFIED IN SECTION 25 BELOW.

1. Updates to these Terms of Service

We reserve the right to revise these Terms of Service from time to time, for example, to keep up with changes in the law, or to reflect changes in how we are doing business. When we make changes, we will update the “Effective Date” at the top of these Terms of Service. In the event that these Terms of Service are modified in a material way, we will use commercially reasonable efforts to notify you of applicable material changes. We suggest you review these Terms of Service periodically to ensure you are aware of the current terms. If you continue using the Ledge Service after the new terms take effect, you will be bound by the modified Terms of Service.

2. Privacy Policy

In connection with your use of the Ledge Service, please review our Privacy Policy, located at https://ledge.io/privacy (the “Privacy Policy”), to understand how we use information we collect from you when you access, visit, or use the Ledge Service. The Privacy Policy is part of and is governed by these Terms of Service and by agreeing to these Terms of Service, you agree to be bound by the terms of the Privacy Policy and agree that we may use information collected from you in accordance with its terms.

3. Affirmative Representations Regarding Your Use of the Ledge Service

When you use the Ledge Service, you represent that: (a) the information you submit to the Ledge Service is truthful and accurate; (b) your use of the Ledge Service does not violate any applicable laws or regulations; and (c) you are at least eighteen (18) years of age (or the age of majority in your jurisdiction, if older), and otherwise have legal capacity to legally enter into these Terms of Service.

4. Description of the Ledge Service

a.
Overview. The Ledge Service provides a platform through which hosts who register to become a host through the Ledge Service (“Hosts”) may use the Ledge dashboard and related tools made available through the Ledge Service (the “Host Tools”) to create, configure, schedule, and manage events and gaming activities (“Events”), as well as experiences, chats, and other direct interactive offerings (“Experiences”) that are made available to other users of the Ledge Service (“Participants”). Participants and Hosts are both users of the Ledge Service, and these Terms of Service apply to all users. References to “you” in these Terms of Service mean you in your capacity as either a Participant or a Host, as applicable.
b.
Competitions. Events may include “Competitions.” Competitions involve skill-based challenges judged according to objective, pre-disclosed criteria (e.g., score, time, ranking). In Competition activities, Participants are ranked based on specified performance metrics associated with the supported game or activity. Ranking may be determined via automatic data pulling, Host submitted data, or verification methods described in these Terms of Service. The Company does not guarantee uninterrupted availability of real time data with respect to any Competition.
c.
Raffles and Quests. Events may include “Raffles” and “Quests.” Raffles allow Participants to earn entries through permitted actions within the Ledge Service. In Raffle activities, Participants may complete Event-defined “Quests” to earn rewards. Quests may include:
1. i.
  Game Quests, which consist of in-game actions that the Company can verify automatically or manually; and
2. ii.
  Social Quests, which consist of actions taken on social platforms that the Company can track through available integrations.
d.
Other Event Offerings. In addition to Competitions, Raffles, and Quests, Events may include other types of offerings we will make available through the Ledge Service from time to time. Any specific rules or requirements applicable to these other Event offerings will be provided at the time they are made available through the Ledge Service.
e.
Experiences. Experiences offered through the Ledge Service provide an opportunity for more intimate engagement between Participants and Hosts than Events, and involve live, one-to-one or small group, personal, interactive sessions with creators, streamers, and public figures, as offered by the applicable Host. Experiences may be one to one or group based, may have limited ticket availability, and may involve gameplay, coaching, conversation, or other Host-defined interactions.

5. Account Creation

You may access the Ledge Service without creating a user account. However, in order to make full use of the features and functionality offered through the Ledge Service as a Host or a Participant, you must create a user account (a “User Account”) and related log-in credentials, including an applicable user name (the “User Name”). You may access the Ledge Service through a single User Account whether you are using the Ledge Service as a Participant or as a Host. However, in order to use the Ledge Service as a Host, you must follow additional registration steps and create a venue through which you can host Events and Experiences through the Ledge Service (a “Venue”). You can create a Venue by following the applicable registration process and selecting a name/url for your Venue (the “Venue Name”). Your Venue and Venue Name will be associated with the User Account you used in connection with the registration of the Venue. By providing the Company with the requested information in connection with the creation of your User Account and Venue, if applicable, you represent and warrant that the applicable information is true and accurate. You shall inform the Company if any applicable information changes following the time you create your User Account. You acknowledge and agree that your User Name and Venue Name are not your property and that the Company retains the right, at its sole discretion, to take, transfer, or reassign User Names and/or Venue Names, including but not limited to trademarks, tradenames, or other names subject to the rights of trademark holders or other rights holders; provided, that the foregoing does not grant any rights to the Company in, and the Company does not claim any rights to, trademarks, tradenames, or other names that are subject to the rights of trademark holders or other rights holders.

6. Authorized Users

The Company may provide functionality through the Ledge Service that allows Hosts to authorize other users or User Accounts to access, use, post, or manage data, content, offers, or other features on the Ledge Service on the Host’s behalf (each, an “Authorized User”). When you designate another user as an Authorized User under your User Account, you represent and warrant that: (a) you are solely responsible for all of the acts and omissions of Authorized Users occurring under your User Account, (b) the Authorized User’s activities comply with these Terms of Service, and (c) the Company does not and will not have liability for the Authorized User’s acts or omissions. When you act as an Authorized User for another User Account, you represent and warrant that: (i) you have the valid right and authority to access or act under that User Account, including (as applicable) the right and authority to accept agreements on behalf of the account holder, and (ii) if your authorization from the account holder expires or is revoked, you will immediately stop accessing or otherwise using the applicable User Account.

7. User Account Responsibilities

You are responsible for: (a) the confidentiality of the access credentials for your User Account; (b) setting up appropriate internal roles, permissions, policies and procedures for the safe and secure use of the Ledge Service, and (c) your compliance with these Terms of Service and any documentation or specifications provided by the Company. You must notify us promptly at contact@theledge.io if you become aware, or reasonably suspect, that the security of your User Account has been compromised. In addition, you acknowledge and agree (i) that you are solely responsible for ensuring that your networks and systems comply with the relevant specifications provided by the Company with respect to the use of the Ledge Service, and (ii) that you are solely responsible for procuring and maintaining your network connections and telecommunications systems as necessary to use the Ledge Service, and the Company has no responsibility or liability for any problems, conditions, delays, delivery failures and any other loss or damage arising from or relating to your network connections or telecommunications systems or that are otherwise caused by factors outside of the Company’s control.

8. Host Terms and Conditions

If you register to use the Ledge Service as a Host and create a Venue, in addition to the other terms and conditions set forth in these Terms of Service, when you use the Ledge Service in your capacity as a Host, you will be subject to additional rights and obligations specific to Hosts’ use of the Ledge Service, including the rights and obligations set forth in this Section 8, and any other terms and conditions that Ledge may implement from time to time upon notice to you (collectively, the “Host Terms and Conditions”). Your access to Host level tools, features, and monetization options is conditioned on your agreement to the Host Terms and Conditions. You may not use the Ledge Service as a Host unless and until you have reviewed and agreed to the Host Terms and Conditions. If you register to become a Host, in the event of a conflict between these Terms of Service and the terms set forth in any Host Terms and Conditions, the terms and conditions set forth in the Host Terms and Conditions shall control and prevail with respect to your use of the Ledge Service as a Host.

a.
Eligibility Requirements. To be eligible to be a Host, you must have a User Account in good standing, be in compliance with these Terms of Service and all applicable laws, and otherwise meet the eligibility criteria, if any, that the Company may establish from time to time. Further, you represent and warrant that you are not a person with whom individuals are not permitted to have dealings pursuant to economic sanctions, including sanctions administered by the United States Department of the Treasury’s Office of Foreign Assets Control or any other applicable sanctions authority. This includes persons located in, or a citizen of, or ordinarily resident in, the following countries and regions: Cuba, Iran, the Crimea Region of Ukraine, North Korea and Syria. The Company may approve, deny, or revoke Host status at its discretion. The Company has the sole right to add or modify Host eligibility requirements and is permitted to do so at any time.
b.
Onboarding. Your Host status is tied to your User Account. You may not use the Ledge Service as a Host without an active and valid User Account. Suspension or termination of your User Account will result in the termination of your use of the Ledge Service as a Host. You must complete all applicable onboarding requirements to use the Ledge Service as a Host, which may include providing government identification and tax reporting documentation. You confirm and agree that all information you submit in connection with participating as a Host is truthful, accurate and complete, and you agree to notify us promptly of any changes to the information you provide to us.
c.
Entities as Hosts. If you are using the Ledge Service as a Host on behalf of a company, entity or organization (each a “Host Entity”), then you represent and warrant that you: (i) are an authorized representative of that Host Entity and any Host represented by the applicable Host Entity, (ii) have the authority to bind the applicable Host Entity or represented Host to the Terms of Service and Host Terms and Conditions, and (iii) agree to be bound by the Terms of Service and Host Terms and Conditions on behalf of the applicable Host Entity and/or represented Host.
d.
Independent Contractor Status. Hosts are independent contractors and not employees, agents, or partners of the Company.
e.
Hosting Events and Experiences. When creating an Event or Experience, the Host is responsible for selecting all applicable settings, which may include, as applicable:
- the supported game or activity;
- maximum number of permitted Participants;
- ticket type (paid or free);
- the activity format (e.g., Raffle, Competition, gameplay, chat, or other offering);
- timing and duration of the Event or Experience;
- Event rules, scoring criteria, Quest requirements, and reward descriptions; and
- any integrations permitted by the Company (e.g., Twitch, Discord).
Events and Experiences must comply with all applicable legal requirements where they are offered. The Company may restrict or disable Events or Experiences in jurisdictions where Event or Experience activities are prohibited or require registration. Hosts are solely responsible for ensuring that all Event and Experience details they configure and publish are accurate, complete, and compliant with the Terms of Service, the Host Terms and Conditions, and applicable law. The Company may restrict or disable Events and/or Experiences as required by applicable law or otherwise in the Company’s discretion.
f.
Host Tools. Host Tools may include Event and Experience creation interfaces, analytics, performance metrics, and other administrative features. Host Tools are provided at the Company’s discretion, and the Company may modify or update Host Tools at any time without notice.
g.
Event Revenue and Reward Pool Allocation. The Company may determine the ticket prices charged to Participants for Events and Experiences made available through the Ledge Service, including based on inputs or preferences communicated by Hosts. Where supported in connection with Events, the Company may permit Hosts to designate reward allocations or reward pool amounts, subject to the Company’s policies, product functionality, and applicable adjustments, deductions, and holds.
h.
Host Content Obligations. As a Host, you must comply with all rules, Company policies, community guidelines, and applicable laws related to Submitted Content (as defined in Section 16(a)). You are responsible for all content you produce or publish through the Ledge Service. As a Host, you grant the Company a worldwide, non-exclusive, royalty-free, transferable, and sublicensable license to use, store, reproduce, host, display, perform, distribute, and create derivative works from your Submitted Content (including your Host name, handle, likeness, logos, and trademarks embedded in that Submitted Content) in any media now known or later developed as necessary for the Company to provide the Ledge Service. This license includes the right for the Company to make your Submitted Content available to and through our service providers and partners (including content delivery networks, analytics providers, and hosting providers). You represent and warrant that Submitted Content you provide as a Host does not infringe any third-party rights.
i.
License to Other Users. For Submitted Content you make available to Participants on the Ledge Service, you grant each Participant a limited, revocable, non-exclusive, non-transferable, and non-sublicensable license to access and view the applicable Submitted Content through the Ledge Service for their personal, non-commercial use only, subject to the Terms of Service and Host Terms and Conditions. This license does not permit Participants to reproduce, download (except for temporary caching by the Ledge Service), distribute, publicly perform, publicly display, make derivative works from, or otherwise use your Submitted Content outside the Ledge Service without your express permission, except as otherwise permitted by applicable law.
j.
Reservation of Rights. Except for the licenses expressly granted in the Terms of Service and Host Terms and Conditions, you retain all right, title, and interest in and to your Submitted Content. Nothing in the Terms of Service or Host Terms and Conditions transfers ownership of any intellectual property rights in your Submitted Content to the Company or to Participants.
k.
No Additional Compensation. Except as expressly set forth in the Terms of Service, the Host Terms and Conditions, or any supplemental terms provided by the Company, the Company does not owe you any fees or additional payments for the licenses granted by you as the Host hereunder.
l.
Host Compliance Obligations. Hosts are solely responsible for the quality, safety, legality, and delivery of Events and Experiences they provide through the Ledge Service. The Company does not supervise, control, or guarantee any Event, Experience, or Host. Hosts must ensure that Events and Experiences comply with all applicable laws, including those governing promotions, skill contests, raffles, consumer protection, and gaming. Hosts may not create Events or Experiences that constitute or resemble illegal gambling, wagering, or unlicensed promotional schemes. The Company may refuse, suspend, or remove any Event or Experience that it believes violates these Terms of Service or applicable law.
m.
Host Platform Fees. The Company may charge Hosts fees in connection with Events, Experiences, memberships, or other monetized activities of the applicable Host. These fees may include subscription fees, per-Event or per-transaction fees, and revenue-share percentages. Hosts may subscribe to paid plans that provide enhanced features, reduced fees, expanded metrics, or additional Event or Experience capacity. The applicable fees and the supplemental terms applicable to the fees will be presented to you as the Host at the time you elect to create an applicable Event or Experience or otherwise sign up for a Host plan through the Ledge Service.

9. Participation in Events

a.
Scheduling and Attendance. Participants must purchase a ticket (which may be paid or free, as determined by the Company with input from the applicable Host) and select an available time slot (if applicable) to reserve their spot for each Event or Experience. Hosts are solely responsible for delivering the Event or Experience at the scheduled time. Upon joining an Event or Experience, Participants gain access to the applicable Event or Experience, which may include one or more activity types.
b.
Recording and Streaming. Events and Experiences may include features enabling Participants or Hosts to stream, record, or distribute content. All recording or streaming must comply with applicable law and these Terms of Service and the Host Terms and Conditions. Hosts are responsible for obtaining all required rights, consents, and permissions for any content created during an Event or Experience.
c.
Game Integrity; Host Verification; Enforcement; Disclaimer of Responsibility. Hosts may be permitted, but are not obligated, to verify Participant eligibility, outcomes, or winners in connection with Events or Experiences. The Company does not guarantee the accuracy, completeness, or fairness of any Host verification, reporting, or intervention, and shall not be responsible for any actions or omissions by Hosts in connection with determining results or winners. Game results, scoring, outcomes, and related data may be generated or transmitted through third-party integrations, software, devices, or Host-provided systems. The Company does not warrant that this data will be accurate, complete, uninterrupted, secure, or error-free. The Company shall not be liable for any incorrect results, disrupted gameplay, delays, losses, or disputes arising from technical errors, data corruption, system failures, integration issues, Host actions, or unauthorized access, including hacking, cheating, or manipulation by users or third parties. The Company reserves the right, in its sole discretion, to investigate suspected misconduct, including hacking, exploitation, abuse, or attempts to manipulate games, systems, or outcomes. The Company may take enforcement actions at any time, including without limitation, suspending or terminating User Accounts, banning users, restricting access, blocking IP addresses or devices, voiding results, disqualifying Participants, or forfeiting Ledge Credits or rewards. The Company is not responsible for, and expressly disclaims any liability arising out of or relating to, Host behavior, Host reporting, Host verification of results, or disputes between Participants and Hosts regarding gameplay, outcomes, or awards. These matters are solely between the applicable Participant and the applicable Host. All Company determinations regarding enforcement, disqualification, user restrictions, or game integrity are final and binding.
d.
Advertising. Advertising may appear within Event dashboards, quest cards, reward claiming flows, or other high visibility placements. By using the Ledge Service, you acknowledge that advertising may be displayed as part of Events and Experiences. Hosts may not remove, obscure, or interfere with advertising unless expressly permitted by the Company.

10. Tickets and Rewards

a.
Ticket Purchases; Use of Ledge Credits. Participation in Events and Experiences requires holding a valid ticket, whether paid or free. Tickets for paid Events and Experiences offered by Hosts through the Ledge Service are sold by the Company and must be purchased by Participants using Ledge Credits (as further described in Section 12 below).
b.
Reward Types and Fulfillment.
1. i.
  Ledge Rewards. Ledge rewards associated with Events, each a “Ledge Reward” will be delivered after the Company or the Host completes verification and compliance checks. Ledge rewards will be deposited directly into your User Wallet (as further described in Section 12 below).
2. ii.
  Custom Rewards (Host-Fulfilled). In addition to Ledge rewards, Hosts may elect to offer custom rewards, each a “Custom Reward” in connection with Events. Hosts are solely responsible for supplying, delivering, and supporting Custom Rewards. This includes product sourcing, shipping, delivery timelines, tax obligations, customs duties, safety compliance, age verification, and all customer-service responsibilities. The Company is not the seller or merchant of record for Custom Rewards.
3. iii.
  Eligibility & Verification. Hosts and/or the Company may require fraud checks, identity verification, age verification, address confirmation, or other compliance steps prior to awarding any Ledge Rewards or Custom Rewards.

11. Event and Experience Risk Disclaimers

a.
Event and Experience Specific Rules and Disclosures. The specific rules, eligibility requirements, scoring instructions, draw procedures, reward details, or other disclosures that are applicable for each Event or Experience, as applicable, will be provided by the Company and implemented by the applicable Host. If any of these specific rules conflicts with these Terms of Service, the specific rules will govern for the applicable Event or Experience.
b.
No Warranty as to Event or Experience Quality or Outcomes. Events and Experiences are created, managed, and delivered by Hosts, not by the Company. The Company does not warrant, guarantee, or ensure the accuracy, availability, quality, safety, legality, performance, timeliness, or fulfillment of any Event, Experience, Custom Rewards, Host-provided content, or any other offerings provided by Hosts through the Ledge Service.
c.
Data, Integrations, and Third-Party Dependencies. Events and Experiences may rely on data provided by third-party games, platforms, or services (including Twitch, Discord, game APIs, or manual verification). This data may be inaccurate, delayed, incomplete, unavailable, or incorrect. The Company does not guarantee that leaderboard rankings, Quest tracking, performance metrics, or reward calculations will be error-free or uninterrupted. The Company is not responsible for service outages, platform changes, API deprecations, inaccurate data, verification limitations, or any resulting impact on Event outcomes or Experiences.
d.
Host Acts and Omissions. Hosts are independent third parties. Except as otherwise expressly stated in these Terms of Service, the Company does not control and is not responsible for:
1. i.
  Host behavior or communications;
2. ii.
  Host cancellations, delays, or failure to deliver an Event, Experience or Custom Rewards;
3. iii.
  Host negligence, misconduct, misrepresentations, or policy violations; or
4. iv.
  safety or compliance conditions related to Host-provided Events, Experiences, or Custom Rewards.
e.
Participant Conduct and Interactions. Events and Experiences may include real-time participation, communications, gameplay, or interactions with other Participants or Hosts. The Company is not responsible for user behavior, including toxicity, harassment, cheating, collusion, gameplay sabotage, or other inappropriate conduct. You participate in Events and Experiences at your own risk and agree that the Company has no liability for the conduct of any Participant or Host.
f.
Technical Failures and Interruptions. Competitions rely on skill- or performance-based criteria that may be subject to latency, platform load, network conditions, gameplay variation, device performance, or third-party system behavior. The Company does not guarantee fair play conditions, uninterrupted access, leaderboard stability, identical environment conditions for all Participants, or error-free tracking. Your ability to participate in an Event or Experience may be affected by factors outside of the Company’s control, including internet connectivity, hardware malfunctions, device compatibility issues, power failures, server outages, input delay, or platform disruptions. The Company is not responsible for lost progress, missed opportunities, ranking changes, or inability to participate resulting from any technical issue.
g.
Risks of Digital Activities and Online Interactions. Participation in Events and Experiences through the Ledge Service may expose you to risks inherent in online activities, including malware, phishing, unauthorized access to third-party accounts, platform bans, or other digital harms. You are solely responsible for securing your accounts, devices, and connections. The Company does not guarantee the security of third-party platforms or integrations used during Events or Experiences.
h.
Physical and Real-World Risks. Certain gameplay-based Events and Experiences may pose physical risks, including eyestrain, fatigue, repetitive stress injury, motion-sickness, or other physical or emotional discomfort. You participate voluntarily and solely at your own risk. The Company does not provide medical or safety advice and has no responsibility for personal injuries arising from gameplay or participation.
i.
Custom Rewards Not Guaranteed. The Company does not guarantee the availability, delivery, accuracy, legality, or proper fulfillment of Custom Rewards supplied by Hosts. All Custom Rewards are offered solely by the applicable Host, and the Company makes no representations or warranties of any kind—express, implied, or statutory—regarding the availability, delivery, quality, accuracy, legality, safety, value, or proper fulfillment of any Custom Rewards. Any descriptions, timelines, and characteristics of Custom Rewards are provided solely by the Host, and the Company does not verify, endorse, or assume responsibility for this information. The Company has no obligation to monitor, facilitate, replace, supplement, repair, refund, reimburse, or otherwise remedy any issues relating to Custom Rewards, including without limitation those that are lost, delayed, defective, inaccurately described, unlawfully offered, or disputed. Any disputes, claims, or issues related to Custom Rewards are solely between the applicable Participant and the Host, and you, as the Participant, hereby release the Company from any liability arising out of or relating to such rewards.
j.
Compliance and Eligibility Risks. Participation in Events and Experiences and eligibility to receive Ledge Rewards are subject to applicable laws, regulations, and the Company’s policies, which may include restrictions based on location, age, identity verification, sanctions and export-control compliance, gaming or promotions laws, and other legal or regulatory requirements. The Company reserves the right, in its sole discretion, to restrict, suspend, modify, or void participation, eligibility, or reward availability at any time if the Company determines that a Participant fails to satisfy applicable criteria or that continued participation may violate law, regulation, or Company policy. All of these determinations are final and binding. The Company shall have no liability for, and expressly disclaims responsibility for, any losses, damages, forfeitures, or other consequences arising out of compliance-related restrictions, disqualifications, ineligibility determinations, or changes to applicable requirements, regardless of timing or notice.
k.
Assumption of Risk. By participating in any Event or Experience, you knowingly and voluntarily assume all risks associated with participation, including risks related to technology, gameplay, Host conduct, data inaccuracies, competition outcomes, reward fulfillment, and interactions with other Participants. Participation in Events and Experiences is at your sole risk.
l.
Interactions Outside of the Ledge Service. Experiences offered through the Ledge Service are initiated on the Ledge Service but may result in interactions that occur entirely off of the Ledge Service and outside of the Company’s control. The Company does not host, operate, supervise, or monitor any interactions that occur on any platform, service, or technology outside of the Ledge Service, and the Company is not responsible for the conduct, acts, omissions, safety, legality, quality, or outcomes of any experience or any interaction between Participants and Hosts that occur outside of the Ledge Service. By joining and participating in an Experience, you acknowledge and agree that you do so at your own risk and that the Company bears no responsibility or liability for any injury, loss, damage, dispute, or harm arising out of or relating to any off-platform activity, including interactions with Hosts or other Participants. Once you have joined an Experience and interacted with a Host or other Participants, all participation fees are final and non-refundable, regardless of dissatisfaction, non-completion, Host conduct, or the outcome of the Experience. The Company has no obligation to issue refunds, credits, or replacements for interactions that take place outside of the Ledge Service.
m.
Disputes Regarding Events and Experiences. All questions, disputes, or challenges regarding the validity, integrity, results, scoring, leaderboards, or outcomes of any Event or Experience (including alleged bugs, errors, interruptions, integration failures, or technical issues) must be submitted to the Company. The Company may, but is not obligated to, consult with the applicable Host, review system data, logs, recordings, gameplay information, or other evidence, or rely on third-party moderation, auditing, or verification services in evaluating disputes. The Company does not guarantee the accuracy or completeness of any data provided by Hosts, integrations, or third parties. The Company retains the sole and exclusive authority to review, interpret, validate, adjust, uphold, or invalidate Competition results, leaderboards, scores, eligibility determinations, and reward allocations for any reason, including without limitation suspected errors, technical malfunctions, rule violations, unfair play, manipulation, hacking, or system failures. All Company determinations are final and binding and shall not be subject to appeal, arbitration, or judicial review, except as required by applicable law. The Company may void results, re-rank Participants, withhold rewards, or decline to award rewards where the integrity of a Competition cannot be reasonably confirmed. Competitions may be affected by software bugs, hardware failures, latency, integration errors, Host systems, user devices, or other factors beyond the Company’s control. The Company makes no guarantee that Competitions, gameplay, leaderboards, or reward distributions will be uninterrupted, error-free, or free from technical defects.
n.
Host Conduct and Reporting Disclaimer; Disputes between Participants and Hosts. Hosts may participate in administering Competitions, verifying Participants, or reporting results; however, the Company is not responsible for Host conduct, Host decisions, Host reporting, or Host enforcement of rules. Any Host involvement does not create an agency, partnership, or fiduciary relationship between the Company and any Host. The Company is not a party to, and shall have no responsibility for, any dispute between any Participant and a Host. Nothing in these Terms of Service requires the Company to participate in, arbitrate, or resolve disputes solely between Participants and Hosts.
o.
Limitation of Liability. To the fullest extent permitted by law, the Company will not be liable for any losses, damages, injuries, delays, errors, technical failures, data inaccuracies, or missed opportunities arising from or relating to Events, Experiences, or reward fulfillment. This disclaimer supplements—but does not limit—the general Limitation of Liability set forth in Section 28 of these Terms of Service.

12. Ledge Credits, Payments, and Wallet

a.
Ledge Credits. “Ledge Credits” are limited-purpose digital credits that may be used solely within the Ledge Service. They have no inherent monetary value outside of the Ledge Service, are not legal tender, are not redeemable for cash except as expressly permitted by these Terms of Service or otherwise by the Company or applicable law, and do not constitute currency, funds, or a stored-value financial product. Your acquisition or purchase of Ledge Credits only entitles you to receive a limited, non-transferable, revocable license to use Ledge Credits (i) in connection with the Ledge Service, (ii) for your personal entertainment only, and (iii) in any ways otherwise permitted by the Company. Ledge Credits are reflected in your User Account and may only be redeemed within the Ledge Service. Once applicable Ledge Credits are redeemed, you are not entitled to a refund unless otherwise required by applicable law. The Company may offer discounts or promotions on the purchase of Ledge Credits, and applicable discounts and promotions may be modified or discontinued by the Company at any time without notice to you. Your limited license to use Ledge Credits may end if (A) you violate these Terms of Service, (B) your User Account is suspended or terminated, or (C) these Terms of Service or the Ledge Service are otherwise terminated. Purchases of Ledge Credits are final and non-refundable, except where required by applicable law.
b.
Acquisition of Ledge Credits. You may acquire Ledge Credits by:
1. i.
  purchasing them directly through the Ledge Service, or
2. ii.
  as a Participant, receiving them as rewards or promotional credits in connection with your use of the Ledge Service.
c.
Payments and Wallets. Certain payment, digital wallet, custody, settlement, and withdrawal functionality made available in connection with the Ledge Service (collectively, “Payment Partner Offerings”) are provided by one or more third-party financial institutions, including regulated money transmitters, payment processors, or other service providers designated by the Company (each, a “Payment Partner”). Your use of the Payment Partner Offerings is subject to these Terms of Service and, as applicable, separate terms, conditions, disclosures, and fee schedules imposed by the applicable Payment Partner (collectively, the “Payment Partner Terms”), which will be made available to you at the time of your User Account creation or as otherwise required by the Payment Partner. Unless the Company expressly agrees otherwise in writing, you acknowledge and agree that: (i) you are solely responsible for all fees, costs, and expenses incurred by you in connection with your use of Payment Partner Offerings, including any fees imposed by the applicable Payment Partner; (ii) the Company is not a party to the Payment Partner Terms and is not responsible for the products, services, acts, omissions, errors, or defaults of any Payment Partner; and (iii) the Company will not be liable for any losses, claims, damages, or liabilities arising out of or relating to any breach, default, outage, delay, or other act or omission of any Payment Partner or any Payment Partner Offerings. The Company may provide technology, software, data-processing, communication, and interface services to enable Payment Partners to provide Payment Partner Offerings. Without limiting the foregoing, the Company may: (i) provide payment, loading, settlement, transfer, and withdrawal instructions to a Payment Partner on your behalf or at your direction; (ii) provide you with user-interface functionality through the Ledge Service to view transactional, balance, account, and other information relating to Payment Partner Offerings; and (iii) perform other administrative, technical, and communication functions reasonably necessary to enable the Payment Partner to provide Payment Partner Offerings. The Company does not itself provide bank accounts, stored-value accounts, transmission services, or custodial wallet services, and does not itself accept, hold, or transmit funds on your behalf.
d.
Wallets. The Ledge Service may enable access to digital wallets provided by a Payment Partner (each, a “Wallet”). Wallets may be used, as enabled by the Ledge Service and the applicable Payment Partner, to hold funds with the Payment Partner, receive rewards, initiate withdrawals, and purchase Ledge Credits for use within the Ledge Service.
1. i.
  User Wallets. If enabled by the applicable Payment Partner, each User Account may be linked to a Wallet that is personal to, and associated solely with, that User Account (each, a “User Wallet”). The User Wallet may be used to hold funds added by you, to purchase Ledge Credits or other authorized offerings made available through the Ledge Service, receive eligible rewards, and initiate withdrawals.
2. ii.
  Venue Wallets. If enabled by the applicable Payment Partner, Hosts may be assigned a Wallet associated with their Venue (each, a “Venue Wallet”). The Venue Wallet is used to receive and hold amounts payable by the Company to Hosts in connection with Events or Experiences associated with a Venue, including without limitation, amounts payable by the Company to the Host, other permitted sales, and funds allocated by the Host to Event reward pools. Amounts reflected in a Venue Wallet may, subject to the Company’s policies, applicable fees, and the Payment Partner’s Terms, be withdrawn as described in Section 13, or, if permitted by functionality within the Ledge Service, transferred to an eligible User Wallet. The timing, availability, and method of applicable withdrawals or transfers are determined by the Company and/or the Payment Partner, in their sole discretion.
3. iii.
  Event Wallets. Each Event may be assigned a temporary Wallet or sub-wallet of the Venue Wallet for settlement and reconciliation purposes related to an Event (each, an “Event Wallet”). While an Event is active, ticket revenue collected for that Event and any related reward pool funding may be held in the applicable Event Wallet. Upon completion of the Event, the remaining balance of the Event Wallet will be transferred to the associated Venue Wallet, less applicable fees and authorized deductions. Event Wallets are interim, not subject to withdrawal, and exist solely for the duration of the applicable Event.
e.
Funding Wallets; Purchases of Ledge Credits. You may load funds to your User Wallet or Venue Wallet using an authorized payment method (an “Authorized Payment Method”). By initiating a load, you authorize the Payment Partner to charge your Authorized Payment Method for the purchase price, applicable taxes, and any disclosed fees. You represent and warrant that you are authorized to use the Authorized Payment Method you provide.
f.
Dormant Accounts; Inactivity Fees; Expiration and Forfeiture. Promotional, bonus, complimentary, or other non-purchased Ledge Credits may be subject to expiration or forfeiture after a period of inactivity or User Account closure, to the extent permitted by applicable law and as disclosed at the time such Ledge Credits are awarded or otherwise made available. Purchased Ledge Credits will not expire solely due to User Account inactivity except to the extent expressly permitted by applicable law. Wallets and funds held through Payment Partner Offerings are subject to the applicable Payment Partner Terms. Nothing in this Section limits the Company’s right to revoke, void, or withhold Ledge Credits or restrict User Account access in cases of fraud, abuse, chargebacks, violations of these Terms of Service, or as otherwise required by applicable law.
g.
Purchases Using Ledge Credits. All purchases made through the Ledge Service—including tickets to Events or Experiences, access to Host-provided offerings, and any other paid features—must be completed using Ledge Credits. Users may not pay for any portion of the Ledge Service using cash, cryptocurrency, or any payment method other than Ledge Credits unless expressly permitted by the Company in writing.
h.
No Transfers; Non-Assignable. Except where Ledge expressly enables a transfer feature within the Ledge Service, you may not sell, barter, transfer, pledge, or assign Ledge Credits to any other person or account. Any attempted transfer in violation of this subsection is void.

13. Fiat Currency Withdrawals

a.
Withdrawals. Where enabled, Participants and Hosts may request withdrawals of funds from their User Wallet or Venue Wallet, respectively, to an external bank account or other payment method supported by the applicable Payment Partner.

14. Fees, Taxes, Chargebacks, and Restrictions

a.
Fees. The Company may charge fees in connection with the Ledge Service, including for subscriptions, paid features, or other transactions enabled through the Ledge Service. Applicable fees will be disclosed in the Ledge Service or otherwise at the point of transaction.
b.
Chargebacks and Reversals. If any purchase of Ledge Credits or other payment transaction is reversed, charged back, disputed, refunded, returned, unauthorized, or otherwise invalidated, the Company may reverse, cancel, debit, offset, freeze, restrict, or withhold any related Ledge Credits, rewards, promotional credits, or other amounts associated with your User Account, including any linked Wallet, and may recover the applicable amount and associated fees, losses, and costs from any Wallet, Authorized Payment Method or other amounts otherwise payable to you.
c.
Taxes. You are responsible for all taxes associated with purchases, rewards, withdrawals, or earnings in connection with the Ledge Service. Where required by law, the Company or its Payment Partners may collect, withhold, or report taxes, or issue informational tax documents or report transaction information to applicable state or federal regulators.
d.
Fraud, Abuse, and Misconduct. The Company may revoke Ledge Credits, withhold rewards, suspend or terminate your User Account and/or Venue, or take other actions if the Company believes you have engaged in:
1. i.
  fraud or attempted fraud,
2. ii.
  collusion or manipulation,
3. iii.
  botting or artificial engagement,
4. iv.
  chargeback abuse,
5. v.
  unlawful activity, or
6. vi.
  any conduct that violates these Terms of Service, or, with respect to Hosts, the Host Terms and Conditions.
e.
Geographic and Regulatory Restrictions. Some features—such as Events, Experiences, or rewards—may be limited or unavailable in certain jurisdictions due to local laws, gaming rules, sanctions, or platform policies. The Company may implement geo-blocking or limit features to maintain compliance with these obligations.
f.
Service Changes; Discontinuation. Ledge may modify, suspend, or discontinue Ledge Credits, or any related Ledge Service features at any time. If Ledge discontinues Ledge Credits, Ledge may (i) provide a reasonable period to use remaining Ledge Credits within the Service; (ii) convert Ledge Credits to a successor credit within the Service; or (iii) take other steps required by law. Wallets and other Payment Partner Offerings may also be modified, suspended, restricted, or discontinued at any time by the Company and/or the applicable Payment Partner, subject to the applicable Payment Partner Terms. In the event any Wallet functionality is discontinued, suspended, or terminated, the treatment of any funds held in the applicable Wallet, including any withdrawal, transfer, account closure, or unclaimed property process, will be governed by the applicable Payment Partner Terms.
g.
Compliance; Sanctions; KYC/AML. Ledge may screen, monitor, restrict, or deny use of the Ledge Service, including access to any linked Wallets or Payment Partner Offerings, as necessary or appropriate to comply with sanctions, anti-money laundering (AML), counter-terrorist financing, anti-fraud, and other legal or regulatory requirements or at the request of an applicable Payment Partner. You agree to promptly provide information that the Company or a Payment Partner reasonably requests (e.g., identity verification/KYC, tax information) and authorize the Company to share applicable information with Payment Partners and authorities as permitted by applicable law and our Privacy Policy. Failure to provide required information, or the Company’s or a Payment Partner’s inability to verify your identity, may result in limitation, suspension, or termination of your User Account, and any linked Wallets or other Payment Partner Offerings.

15. Prohibited Uses

In connection with your use of the Ledge Service, you agree and represent that you will not use the Ledge Service, or any content, features, or tools made available through the Ledge Service, in any manner that:

a.
Infringes intellectual property or exploits the Ledge Service — including copying, transmitting, distributing, selling, reselling, licensing, decompiling, reverse engineering, disassembling, modifying, publishing, creating derivative works from, publicly performing or displaying, incorporating into another website or service, or otherwise exploiting any part of the Ledge Service or any content available through it, whether for commercial or non-commercial purposes.
b.
Frames, embeds, or republishes the Ledge Service — including displaying the Ledge Service (or any portion of it) within another website, application, or work of authorship without prior written permission.
c.
Violates law or third-party rights — including any conduct that violates applicable law, contract, intellectual property rights, privacy rights, publicity rights, or other third-party rights, or that involves fraudulent or illegal activity such as illegal gambling, money laundering, or fraud.
d.
Publishes or transmits harmful or inappropriate material — including pornographic, obscene, defamatory, hateful, racist, harassing, abusive, or otherwise inappropriate content, or any use of the Ledge Service that contradicts these Terms of Service or applicable law.
e.
Misrepresents your identity or infringes personal rights — including impersonating any person or entity, providing false or misleading identification or contact information, or invading or violating the privacy, personal, publicity, intellectual property, or proprietary rights of any person or entity.
f.
Scrapes, harvests, or collects data without authorization — including spidering, harvesting, scraping, crawling, or using automated tools, bots, spyware, or similar software to collect data from the Ledge Service or to access the Ledge Service in a manner not expressly permitted.
g.
Circumvents access or payment controls — including attempting to bypass digital rights management, paywalls, subscription requirements, or other mechanisms that control access to Host content, or attempting to stream, download, or retain content without paying required fees.
h.
Captures or redistributes streams — including recording, ripping, downloading, or otherwise capturing streamed content for any purpose not expressly authorized.
i.
Manipulates usage, revenue, or engagement metrics — including artificial streaming, fraudulent transactions, coordinated manipulation of Host earnings, or any scheme designed to distort reporting or monetization.
j.
Interferes with the security or operation of the Ledge Service — including probing or testing system vulnerabilities, deploying malware, disrupting networks, or attempting to gain unauthorized access to accounts, systems, or data.
k.
Uses the Ledge Service for unauthorized commercial purposes — including reselling access, redistributing content, or using the Ledge Service to promote or conduct commercial activities not expressly permitted by the Company.
l.
Builds or assists in building a competing service — including accessing or using the Ledge Service to obtain information, data, or insights for purposes of developing, operating, or improving a competing website, application, or service.

16. User-Submitted Content

a.
Submitted Content. Users of the Ledge Service may be able to submit comments, files, images, photos, videos, and other materials and content to the Ledge Service (“Submitted Content”). By posting, displaying, publishing or otherwise submitting Submitted Content on or through the Ledge Service, you understand and acknowledge that the Submitted Content you provide will not be treated as confidential or proprietary and may be publicly available through the Ledge Service. We reserve the right to delete Submitted Content for any reason, at any time, with or without notice. We assume no liability for any Submitted Content or other information removed from the Ledge Service. In addition, if you are a Host, the terms of the Host Terms and Conditions will apply to any content you submit as a Host in connection with the Ledge Service, and will control and prevail in the event of any conflict between this Section 16 and the Host Terms and Conditions.
b.
Rights in Submitted Content. By providing Submitted Content through the Ledge Service, you hereby grant to the Company a limited, non-exclusive, sub-licensable, worldwide, fully-paid, royalty-free license to use, modify, publicly perform, publicly display, reproduce, and distribute the Submitted Content. This license includes the right to host, index, cache, distribute, and tag any Submitted Content, as well as the right to sublicense Submitted Content to third parties. You represent and warrant that you own the Submitted Content provided by you or otherwise have the right to grant the license set forth herein, and the displaying, publishing or posting of your Submitted Content, and our use thereof, does not and will not violate the privacy rights, publicity rights, copyrights, trademark rights, contract rights or any other intellectual property rights or other rights of any person or entity.
c.
Rules Applicable To Submitted Content. Your posting of Submitted Content is further subject to the following posting rules:
1. i.
  You may not post any content that, as determined in our sole discretion, is unlawful, harmful, tortious, defamatory, libelous, obscene, invasive of the privacy of another person, threatening, harassing, abusive, hateful, racist, infringing, pornographic, violent, incites or promotes any illegal or criminal acts, or is otherwise objectionable or inappropriate.
2. ii.
  You may not post any content that contains personal information about any individual, violates the privacy of any other individual or entity, or anything that you are under a contractual obligation to keep private or confidential.
3. iii.
  You will not misrepresent an affiliation with another person or organization, nor will you post any content that contains slanderous or libelous comments about others, or that infringes any copyright, trademark, patent, trade secret or other intellectual property right of a third party.
4. iv.
  You may not post, promote, or distribute any business solicitation, advertising, or promotional content within content categories or placements that the Company has designated as restricted or prohibited, including without limitation, adult-oriented content, as determined by the Company in its sole discretion. The Company reserves the right to determine, modify, and enforce which content categories are subject to advertising or solicitation restrictions at any time.
5. v.
  You may not post any software, files or links to other sites, and you may not post any content that contains viruses, corrupted files, or any other similar software or programs that may adversely affect the operation of the Ledge Service, or feature of the Ledge Service.
6. vi.
  You understand and acknowledge that messages and postings are the sole responsibility of the author, and that the Company is not responsible for the message, or information, data, text or other materials in any message that may appear in a chat room, message board, or other interactive feature of the Ledge Service. Opinions expressed by users do not reflect the opinions of the Company and the Company does not endorse and has no control over Submitted Content.
Ledge reserves the right, but has no obligation, to review, monitor, delete, or edit any Submitted Content or any other materials posted, transmitted, or communicated to or within the Ledge Service. The Company, in its sole discretion, has the right to: (A) remove or refuse to post any Submitted Content, (B) disclose your identity or other information about you to any third party who claims that Submitted Content contributed by you violates their rights, including their intellectual property rights or their right to privacy, and (C) cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose your identity or other information.

17. DMCA Policy

We respect the intellectual property of others and take the protection of intellectual property very seriously. Infringing activity will not be tolerated on or through the Ledge Service.

a.
DMCA Notifications. If you believe any content available on or through the Ledge Service infringes one or more of your copyrights, please send a notification (a “DMCA Notification”) including all of the information described below, to our DMCA Agent by mail or email using the contact information provided below. We will in our discretion remove or disable access to the content complained of, and in appropriate circumstances, terminate the access rights of repeat infringers. In addition, we will send a copy of the DMCA Notification to the affected user, who may submit a counter notification as described in Section 17(c) below (a “DMCA Counter Notification”) that could result in our restoring content removed in response to a DMCA Notification. You may send a DMCA Notification to our DMCA Agent at:
Attn: Justin Shapiro
127 Davenport Road
Toronto, Ontario, Canada M5R 1H8
Email: justin@theledge.io
b.
DMCA Notification Requirements. All DMCA Notifications must include the following:
- A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
- Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of the works.
- Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material (such as a URL for the webpage for where the material is posted).
- Information reasonably sufficient to permit us to contact you, such as your address, telephone number, and email address.
- A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law.
- A statement that the information set forth in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
Please be advised that under Section 512(f) of the Digital Millennium Copyright Act you may be held liable for damages and attorneys’ fees if you make material misrepresentations in a DMCA Notification.
c.
DMCA Counter Notifications from Users. If you receive a DMCA Notification because your content is claimed to infringe a copyright, but you believe in good faith that your content is not infringing or that you have authorization to use the material, you may respond to the DMCA Notification by sending a DMCA Counter Notification to our DMCA Agent (whose contact information is provided above) that includes:
- Your physical or electronic signature.
- Identification of the material that has been removed or to which access has been disabled, and the location at which the material appeared before it was removed or access to it was disabled (such as a URL for the webpage for where the material is posted).
- A statement from you under the penalty of perjury, that you have a good faith belief that the material was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled.
- Your name, physical address and telephone number, and a statement that you consent to the jurisdiction of a United States District Court for the judicial district in which your physical address is located and that you will accept service of process from the person who provided notification of allegedly infringing material or an agent of such person.
If you submit a DMCA Counter Notification, a copy of the DMCA Counter Notification, including your name and contact information, will be sent to the copyright owner or person who provided the DMCA notification.
Please note that sending a DMCA Counter Notification may not result in your content being restored to the Ledge Service if the copyright owner chooses to file suit against you within ten (10) business days of receiving the applicable DMCA Counter Notification.

18. Our Management of the Service; User Misconduct

a.
Our Right to Manage the Ledge Service. We reserve the right, but do not undertake the obligation to: (i) monitor or review the Ledge Service for violations of these Terms of Service and for compliance with our policies; (ii) report to law enforcement authorities and/or take legal action against anyone who violates these Terms of Service; (iii) refuse, restrict access to or the availability of, or remove, delete, edit or disable (to the extent technologically feasible) the Ledge Service or any portion thereof; (iv) manage the Ledge Service in a manner designed to protect our, our users’, and third parties’ rights and property or to facilitate the proper functioning of the Ledge Service; and/or (v) terminate or block your use of the Ledge Service for violating these Terms of Service.
b.
Our Right to Terminate Users. WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS OF SERVICE OR ANY REMEDY WE MAY HAVE UNDER LAW OR IN EQUITY, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION, AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE LEDGE SERVICE TO ANY PERSON FOR ANY REASON OR FOR NO REASON AT ALL, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY OR COVENANT CONTAINED IN THESE TERMS OF SERVICE, OR OF ANY APPLICABLE LAW OR REGULATION.

19. Third Party Services

The Ledge Service may contain links to websites or services operated by third parties (“Third Party Services”); however, we do not own or operate the Third Party Services, and we have not reviewed, and cannot review, all of the material, including products or services, made available through Third Party Services. The availability of these links on the Ledge Service does not represent, warrant or imply that we endorse any Third Party Services or any materials, opinions, products or services available on them. Third party materials accessed through or used by means of the Third Party Services may also be protected by copyright and other intellectual property laws. THESE TERMS OF SERVICE DO NOT APPLY TO THIRD PARTY SERVICES. BEFORE VISITING A THIRD PARTY SERVICE THROUGH LINKS OR OTHER MEANS PROVIDED ON OR THROUGH THE LEDGE SERVICE, YOU SHOULD REVIEW THE THIRD PARTY SERVICES’ TERMS AND CONDITIONS AND PRIVACY POLICY, AND INFORM YOURSELF OF THE REGULATIONS, POLICIES AND PRACTICES OF THESE THIRD PARTY SERVICES.

20. Use of Artificial Intelligence

The Ledge Service may incorporate features or functionality powered by artificial intelligence, machine learning, automated decision-making, or similar technologies (“AI Features”). AI Features may generate outputs based on patterns, predictions, or probabilistic models and may not always be accurate, complete, or reflective of current information. By using the Ledge Service, you acknowledge and agree that: (a) AI-generated content is provided for general informational and entertainment purposes only; (b) you are solely responsible for evaluating the accuracy, suitability, and appropriateness of any AI-generated output before relying on it; and (c) the Company does not guarantee the performance, reliability, or results of any AI Features. You may not use AI Features to engage in unlawful, harmful, infringing, or abusive conduct, including attempts to generate or disseminate misleading, deceptive, or unauthorized content. The Company may monitor, limit, or suspend access to AI Features at its discretion to maintain safety, compliance, and service integrity.

21. App Access

You acknowledge and agree that the availability of the App may be dependent on third party websites or mobile applications from which you download the App (e.g., the Apple App Store or Google Play Store) (each a “Third Party App Store”). You acknowledge that these Terms of Service are between you and the Company and not with the applicable Third Party App Store. Each Third Party App Store may have its own terms and conditions to which you must agree before downloading the App from it. You agree to comply with, and your license to use the App is conditioned upon, your compliance with the applicable Third Party App Store terms and conditions. To the extent that other terms and conditions from the applicable Third Party App Store are less restrictive than, or otherwise conflict with, these Terms of Service, the more restrictive or conflicting terms and conditions in these Terms of Service will apply.

22. Ownership of the Ledge Service; Limited License

Excluding Submitted Content made available through the Ledge Service, and any other third party content provided through the Service, the Company shall own and retain all right, title, and interest in and to the Ledge Service, and all intellectual property rights arising therefrom or related thereto. The Company shall grant, and hereby grants to you, a non-exclusive, non-transferable, and limited license, subject to these Terms of Service, to access and use the Ledge Service for the purposes set forth herein and for such other approved purposes as permitted by the Company from time to time. Any other use of the Ledge Service is expressly prohibited. Except for the foregoing express, limited license, all other rights in the Ledge Service are reserved by the Company.

23. Warranty Disclaimers

EXCEPT AS EXPRESSLY SET FORTH HEREIN OR AS MAY NOT BE LIMITED BY LAW, THE LEDGE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF ACCURACY, COMPLETENESS, NONINFRINGEMENT, PERFORMANCE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, COMMERCIAL UTILITY, SCOPE, OR TITLE WITH RESPECT THERETO. THE COMPANY DOES NOT GUARANTEE ANY RESULTS OR OUTCOME IN CONNECTION WITH THE USE OF THE LEDGE SERVICE. THE COMPANY CANNOT AND DOES NOT GUARANTEE CONTINUOUS, UNINTERRUPTED OR SECURE ACCESS TO THE LEDGE SERVICE. WE ASSUME NO RESPONSIBILITY WHATSOEVER AND SHALL NOT BE LIABLE FOR THE USE OF THE LEDGE SERVICE, INCLUDING, WITHOUT LIMITATION, ANY SUBMITTED CONTENT OR OTHER CONTENT AND ANY ERRORS CONTAINED THEREIN. THE COMPANY SHALL NOT BE LIABLE FOR ANY FAILURE OF THE LEDGE SERVICE ARISING OR RESULTING FROM ACTS OR EVENTS BEYOND THE CONTROL OF LEDGE.

24. Indemnification

You will defend, indemnify, and hold harmless the Company and each of the Company’s affiliates, the successors and assigns of each of the foregoing, the agents of each of the foregoing, and the officers, directors and employees of each of the foregoing, from and against any and all claims, demands, lawsuits or proceedings asserted or commenced by a third party (each a “Claim”), and all damages, liabilities, costs and expenses arising therefrom, including reasonable outside counsel fees and costs, to the extent the Claim (a) is based on allegations that, if true, would constitute a breach by you of these Terms of Service; or (b) arises from any negligent act or omission or willful misconduct by you. You will not be required to indemnify and hold us or any other indemnified party harmless from and against any applicable claims or demands to the extent resulting from the Company’s own negligent conduct.

25. Legal Disputes and Arbitration Agreement

Please Read This Following Clause Carefully – It May Significantly Affect Your Legal Rights, Including Your Right to File a Lawsuit in Court

a.
Initial Dispute Resolution. The Company can be contacted at contact@theledge.io to address any concerns you may have regarding these Terms of Service or the Ledge Service. Most concerns may be quickly resolved in this manner. Each of you and the Company agree to use best efforts to settle any dispute, claim, question, or disagreement directly through consultation and good faith negotiations which shall be a precondition to either party initiating a lawsuit or arbitration.
b.
Agreement to Binding Arbitration. If you and the Company do not reach an agreed upon solution within a period of thirty (30) days from the time informal dispute resolution is pursued pursuant to Section 25(a) above, then either party may initiate binding arbitration. All claims arising out of or relating to these Terms of Service (including their formation, performance and breach), the parties’ relationship with each other and/or your use of the Ledge Service shall be finally settled by binding arbitration administered on a confidential basis by JAMS, in accordance with the JAMS Streamlined Arbitration Rules and Procedures, excluding any rules or procedures governing or permitting class actions. Each party will have the right to use legal counsel in connection with arbitration at its own expense. The parties shall select a single neutral arbitrator in accordance with the JAMS Streamlined Arbitration Rules and Procedures. The arbitrator, and not any federal, state or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability or formation of these Terms of Service, including, but not limited to, any claim that all or any part of these Terms of Service is void or voidable. The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity. The arbitrator’s award shall be in writing and provide a statement of the essential findings and conclusions, shall be binding on the parties and may be entered as a judgment in any court of competent jurisdiction. The interpretation and enforcement of these Terms of Service shall be subject to the Federal Arbitration Act.
Arbitration proceedings will be held in New York, New York, United States. Additionally, arbitrations may be conducted telephonically or via video conference for disputes alleging damages less than $10,000.00. You and the Company agree that the state or federal courts of the State of New York and the United States sitting in New York County, New York have exclusive jurisdiction over any appeals and the enforcement of an arbitration award.
The JAMS rules governing the arbitration may be accessed at https://www.jamsadr.com/adr-rules-procedures. You either acknowledge and agree that you have read and understand the JAMS Rules or waive your opportunity to read the JAMS Rules and waive any claim that the JAMS Rules are unfair or should not apply for any reason.
The parties understand that, absent this mandatory provision, they would have the right to sue in court and have a jury trial. They further understand that, in some instances, the costs of arbitration could exceed the costs of litigation and the right to discovery may be more limited in arbitration than in court.
c.
Class Action and Class Arbitration Waiver. You and the Company each further agree that any court action or arbitration shall be conducted in our respective individual capacities only and not as a class action or other representative action, and you and the Company each expressly waive our respective right to file a class action, class arbitration, or seek relief on a class basis. If any court or arbitrator determines that the class action and class arbitration waiver set forth in this Section is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the arbitration provision set forth in Section 25(b) above shall be deemed null and void in its entirety and the parties shall be deemed to have not agreed to arbitrate disputes.
d.
Exception – Small Claims Court Claims. Notwithstanding the parties’ agreement to resolve all disputes through arbitration, either party may seek relief in a small claims court for disputes or claims within the scope of that court’s jurisdiction.
e.
Exception – California Private Attorneys General Act (PAGA) Action. Notwithstanding the parties’ agreement to resolve all disputes through arbitration, either party may seek relief in a court of law for a claim arising under California’s Private Attorneys General Act.
f.
Exception – Intellectual Property Claims. Notwithstanding the parties’ agreement to resolve all disputes through arbitration, either party may bring an individual (non-class) action in a court of competent jurisdiction (which jurisdiction shall be exclusive), with respect to any dispute relating to a party’s intellectual property rights where the only relief sought is for injunctive or equitable relief for the alleged unlawful use of intellectual property.
g.
Arbitration Fees. If you initiate arbitration, to the extent the filing fee for the arbitration exceeds Two Hundred and Fifty U.S. Dollars ($250.00), the Company will pay the additional cost. If the Company is required to pay the additional cost of the filing fees, you should submit a request for payment of fees to JAMS along with your form for initiating the arbitration, and the Company will make arrangements to pay all necessary fees directly to JAMS. The Company will also be responsible for paying all other fees or amounts payable to JAMS with respect to the arbitration, excluding costs incurred by you for legal counsel, travel and other out-of-pocket costs and expenses not constituting fees or amounts payable to JAMS.
h.
30 Day Right to Opt-Out. You have the right to opt-out and not be bound by the arbitration and class action waiver provisions set forth in Sections 25(a) and 25(b) above by sending written notice of your decision to opt-out by emailing us at contact@theledge.io. The notice must be sent within thirty (30) days of the date you create a User Account or otherwise first use the Ledge Service, otherwise you shall be bound to arbitrate disputes in accordance with the Terms of Service of those Sections. If you opt-out of these arbitration provisions, the Company also will not be bound by these arbitration provisions.
i.
Consolidation of Arbitration Claims. Although you and the Company have agreed that no disputes may proceed as part of a class arbitration, the JAMS mediator may consolidate an individual arbitration filed pursuant to these Terms of Service with other individual arbitration(s), at the request of either party, if the arbitrations share common issues of law or fact. The consolidation issue shall be determined by the arbitrator appointed for the earliest filed application. Any disputes over whether an arbitration claim should be consolidated with others, or which arbitrator shall hear any consolidated matter, shall be resolved by JAMS. If multiple individual arbitration proceedings are consolidated, JAMS and the arbitrator may treat the consolidated proceedings as one arbitration for purposes of assessing JAMS fees and the arbitrator’s compensation, and you consent and agree not to object to any reduction or elimination of JAMS fees or arbitrator compensation.
j.
Governing Law; Exclusive Venue for Litigation. The laws of the State of New York will govern these Terms of Service without giving effect to any principles of conflicts of laws and excluding the United Nations Convention on the International Sale of Goods. In addition, to the extent that the arbitration provisions set forth in Section 25(b) do not apply, the parties agree that any litigation between them shall be filed exclusively in state or federal courts located in New York County, New York (except for small claims court actions which may be brought in the county where you reside). The parties expressly consent to exclusive jurisdiction in New York County, New York for any litigation other than small claims court actions. In the event of litigation relating to these Terms of Service or the Ledge Service, the parties agree to waive, to the maximum extent permitted by law, any right to a jury trial.
k.
Severability. If any portion of this Section 25 is found unenforceable, that portion will be severed, and the remainder of the terms set forth in this Section 25 will remain in full force and effect, except that if the class action waiver set forth in Section 25(c) is found unenforceable, this entire Section 25 will be void.

26. Independent Contractor

In entering into these Terms of Service, the Company and you have and will have the status of independent contractors. Accordingly, there is no joint venture, partnership, agency or fiduciary relationship existing between the parties, and the parties do not intend to create any such relationship by these Terms of Service.

27. Assignment

The Company may assign its rights under these Terms of Service in whole or in part to any person or entity, and such rights may be assigned by any assignee thereof. Any purported assignment by you will be null and void. These Terms of Service will be binding upon and inure to the benefit of the parties to these Terms of Service and their heirs, executors, administrators, legal representatives, and, where permitted, successors and assigns.

28. Limitation of Liability

EXCEPT AS MAY NOT BE LIMITED BY LAW, IN NO EVENT SHALL THE COMPANY BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT DAMAGES ARISING FROM YOUR USE OF THE LEDGE SERVICE. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THESE TERMS OF SERVICE, THE COMPANY’S LIABILITY TO YOU IN RESPECT OF ANY LOSS OR DAMAGE SUFFERED BY YOU AND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF SERVICE OR THE LEDGE SERVICE, WHETHER IN CONTRACT, TORT OR FOR BREACH OF STATUTORY DUTY OR IN ANY OTHER WAY, SHALL NOT EXCEED $50.

29. Notice to California Users

Under California Civil Code Section 1789.3, users located in California are entitled to the following consumer rights notice: If a user has a question or complaint regarding the Ledge Service, please send an email to contact@theledge.io. California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by mail at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at +1 (916) 445-1254 or +1 (800) 952-5210.

30. Non-Waiver

Our failure to exercise or enforce any right or provision of these Terms of Service shall not operate as a waiver of the applicable right or provision.

31. Severability

Subject to Section 25(k), these Terms of Service operate to the fullest extent permissible by law. If any provision or part of a provision of these Terms of Service is unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Terms of Service and shall not affect the validity and enforceability of any remaining provisions.

32. No Modifications by Our Employees

If any of our employees offers to modify the terms and conditions set forth in these Terms of Service, he or she is not acting as an agent for us or speaking on our behalf. You may not rely, and should not act in reliance on, any statement or communication from our employees or anyone else purporting to act on our behalf.

33. Electronic Communications

When you use the Ledge Service or send emails, messages, or other communications to us through the Ledge Service, you are communicating with us electronically. You consent to receive communications from us electronically, including emails, in-app messages, push notifications, and notices posted within the Ledge Service. You agree that all agreements, notices, disclosures, receipts, confirmations, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. You are responsible for maintaining accurate contact information associated with your account and for regularly reviewing any electronic communications we send or make available to you.

34. Contact Information

If you have any questions or concerns about these Terms of Service or the Ledge Service, you may contact us at contact@theledge.io.