Terms of Service — The Holdings Ledger

These Terms of Service ("Terms") govern access to and use of The Holdings Ledger website, applications, and related services (the "Service"). The Service is operated by Adam Segal (d/b/a The Holdings Ledger) ("Holdings Ledger," "we," "us," or "our"). By accessing or using the Service, you agree to these Terms.

If you are using the Service on behalf of an organization, you represent and warrant that you have authority to bind that organization to these Terms. If you do not agree, do not use the Service.

1. Who This Is For

The Service is intended for business and institutional users. You agree to use the Service only for legitimate business purposes and in compliance with applicable laws.

2. Accounts and Authentication

We use email-based sign-in links ("magic links") and related security controls to authenticate users. You are responsible for maintaining the confidentiality and security of access to your email account and for all activity that occurs under your account.

Authentication and security events (such as sign-in attempts) are logged using a one-way cryptographic hash of your email address, not the email itself. Logs may also include timestamps, request metadata, and may include IP address or user agent for security monitoring purposes.

We may deny, suspend, or revoke access if:

your email address is not authorized for evaluation or subscription access,
your organization's access is not configured or approved,
your evaluation period has expired, or
we reasonably suspect misuse, fraud, or a security risk.

3. Evaluation / Trial Access

If you are granted evaluation access, it is provided for limited evaluation purposes and may be time-limited. During evaluation:

features may be limited or disabled (including exports),
data access may be restricted, and
the Service may change, degrade, or be withdrawn without notice.

Evaluation access does not create any commitment to provide ongoing service, support, uptime, or future features.

4. Acceptable Use

You agree not to:

attempt to access data outside your authorized scope (including outside your organization or authorized entity set),
probe, scan, test, bypass, or defeat security controls (including rate limits and access controls),
reverse engineer, scrape, or systematically extract content except as expressly permitted in writing,
upload malware or attempt to disrupt the Service or its infrastructure, or
use the Service to violate laws or third-party rights.

We may investigate violations and cooperate with law enforcement where required.

5. Customer Data and Permissions

"Customer Data" means data you provide, upload, transmit, or make available to the Service, and any outputs derived from it. Customer Data excludes aggregated or de-identified analytics generated by the Service.

You represent and warrant that you have all rights and permissions necessary to provide Customer Data and to grant the rights described in these Terms.

You grant Holdings Ledger a limited, non-exclusive, worldwide license to host, process, transmit, and display Customer Data solely to provide, maintain, secure, and improve the Service, comply with law, and enforce these Terms.

6. Outputs, Automated Processing, Accuracy, and No Reliance

The Service may provide summaries, analytics, classifications, and other outputs ("Outputs"). Outputs may be generated in whole or in part using automated processing and may incorporate data derived from third-party or customer-provided materials. Outputs may be derived from automated processing of third-party documents and may contain errors, omissions, or incomplete data. Automated processes can produce errors.

No Guarantee of Accuracy. We do not guarantee that any Output or other information provided through the Service is accurate, complete, timely, or fit for any purpose. The Service is not a system of record. You are solely responsible for verifying results against original source materials before making decisions.

No Advice. The Service is provided for informational purposes only. It does not constitute legal, accounting, financial, investment, tax, or other professional advice and is not a recommendation to buy, sell, or hold any security or instrument. You should consult qualified professionals as appropriate.

7. Third-Party Content and Services

The Service may depend on third-party providers (e.g., hosting, email delivery, data storage) and may display or process information derived from third-party sources. We do not control and are not responsible for third-party content or services, including outages, failures, or inaccuracies, though we will use commercially reasonable efforts to restore Service availability.

8. Confidentiality and Evaluation Non-Disclosure

In the course of using the Service—especially during evaluation—you may receive non-public information about the Service, including features, roadmap, performance, pricing, security details, screenshots, outputs, and other non-public materials ("Confidential Information").

You agree that you will not disclose Confidential Information to any third party except to your employees and agents who have a need to know for evaluation or internal use and who are bound by confidentiality obligations at least as protective as these Terms.

You also agree not to publish or share screenshots, output samples, benchmarks, or public descriptions of the Service without our prior written consent.

9. Intellectual Property

We and our licensors own all rights, title, and interest in and to the Service, including software, design, text, and documentation, and all related intellectual property rights. Except for the limited rights expressly granted, no rights are granted to you.

You may not copy, modify, distribute, sell, lease, sublicense, or create derivative works of the Service except as expressly permitted by us in writing.

10. Termination

You may stop using the Service at any time. We may suspend or terminate access immediately if we believe you violated these Terms or pose a security risk.

Upon termination, your right to access the Service ends. We may retain certain logs and records as described in our Privacy Policy and as required for security, compliance, or legal purposes.

11. Disclaimer of Warranties

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, HOLDINGS LEDGER DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF ACCURACY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE.

12. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL HOLDINGS LEDGER BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL, ARISING OUT OF OR RELATING TO THE SERVICE OR THESE TERMS.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, HOLDINGS LEDGER'S TOTAL LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATING TO THE SERVICE OR THESE TERMS WILL NOT EXCEED THE AMOUNT PAID BY YOU TO HOLDINGS LEDGER FOR THE SERVICE IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR ONE HUNDRED U.S. DOLLARS ($100), WHICHEVER IS GREATER.

13. Indemnity

You agree to indemnify, defend, and hold harmless Holdings Ledger and its affiliates, officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) your Customer Data; (b) your misuse of the Service; or (c) your violation of these Terms or applicable law.

14. Governing Law and Venue

These Terms are governed by the laws of Illinois, without regard to conflict-of-laws rules. Any dispute arising out of or relating to these Terms or the Service will be brought exclusively in the state or federal courts located in Cook County, Illinois, and you consent to personal jurisdiction and venue there.

15. Changes to These Terms

We may update these Terms from time to time. If changes are material, we will take reasonable steps to notify users. Continued use of the Service after the effective date of updated Terms constitutes acceptance.

16. Miscellaneous

Assignment. You may not assign these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, corporate reorganization, or sale of assets.

Severability. If any provision is found unenforceable, the remaining provisions will remain in effect.

Waiver. Failure to enforce any provision is not a waiver.

Force Majeure. We are not liable for delays or failures due to events beyond our reasonable control.

Survival. Sections 5–13 and 16 survive termination.

17. Contact

Questions? Contact: adam@holdingsledger.com