Terms of service.

These Terms of Service (“Terms”) form a binding contract between you and SeatLedger (“SeatLedger,” “we,” or “us”) governing your use of the SeatLedger website, application, and related services (collectively, the “Service”). By creating an account, accessing, or using the Service, you accept these Terms. If you do not agree, you must not use the Service.

PLEASE READ SECTION 13 CAREFULLY. IT REQUIRES YOU TO RESOLVE DISPUTES WITH SEATLEDGER BY BINDING INDIVIDUAL ARBITRATION AND WAIVES YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION OR JURY TRIAL.

1. What SeatLedger is — and isn't

SeatLedger is a personal record-keeping tool for season ticket holders. It tracks events you have purchased, sales you have made, and per-event profit and loss. It does not process payments, hold funds, settle transactions between users, or act as a marketplace.

SeatLedger is not a tax preparer, broker-dealer, registered investment adviser, financial advisor, accountant, attorney, ticket marketplace, escrow agent, money transmitter, third-party settlement organization, or fiduciary. Nothing in the Service constitutes financial, investment, tax, accounting, or legal advice. The reports the Service generates (member statements, annual statements, tax-year exports) are personal records for your own reference; they are not filings with the IRS or any other governmental authority, and SeatLedger does not file them on your behalf. You are solely responsible for engaging qualified professionals to advise on your tax, legal, and financial decisions.

2. Eligibility and your account

You must be at least 18 years old, capable of forming a binding contract, and not prohibited from using the Service under applicable law. One person, one account. Don't share accounts.

You are responsible for keeping your credentials secure and for all activity under your account. We use Clerk for authentication; your password and identity are managed by Clerk under their privacy policy. Notify us promptly at security@seatledger.ai of any unauthorized access. SeatLedger is not liable for losses arising from unauthorized account use.

3. Subscriptions and billing

SeatLedger offers a free tier (Holder) and paid tiers (Pro, Owner's Box) billed annually via Stripe. Prices are listed at /pricing and may change with at least 30 days notice. Price changes apply at the next renewal.

By subscribing, you authorize us (and our payment processor) to charge your payment method on a recurring annual basis until you cancel. Subscriptions auto-renew. Cancellation takes effect at the end of the current billing period; you keep paid features until then. All fees are non-refundable except as set out in our Refund Policy, which is incorporated by reference.

Sales tax is collected automatically where required, based on the billing address you provide. You are responsible for the accuracy of your billing information.

4. License to use the Service

Subject to these Terms, SeatLedger grants you a limited, personal, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service for your own internal record-keeping. The Service, including all software, content, and trademarks, is owned by SeatLedger or its licensors and is protected by intellectual property law. Nothing in these Terms transfers any ownership right.

5. Acceptable use

You agree not to:

• Use the Service for anything illegal, including ticket scalping in jurisdictions where it's prohibited or any activity that violates a third-party platform's terms.
• Attempt to access other users' seasons, transactions, or co-owner data without permission.
• Probe, scan, or test the Service's vulnerabilities, except via our coordinated security disclosure process (email security@seatledger.ai).
• Reverse-engineer, decompile, scrape, or build a competing product from the Service or data extracted via the Service.
• Upload tickets, transaction records, or co-owner data you don't have the right to share.
• Resell, sublicense, or commercially exploit the Service or any portion of it without our express prior written consent.
• Interfere with the operation of the Service, transmit malicious code, or impose an unreasonable load on the infrastructure.

Violation may result in immediate suspension or termination at our sole discretion, forfeiture of any prepaid fees, and pursuit of any other available remedies.

6. Co-owners and shared seasons

Some plans let you invite co-owners to share a season. When you accept a co-owner invite, the inviter's view of the season includes information you contribute, and co-owners can see each other's share of the season's P&L. Don't invite anyone you wouldn't want to share that data with. SeatLedger is not responsible for disputes between co-owners.

SeatLedger does not facilitate, hold, transfer, or settle payments between co-owners. Co-owners settle directly with each other (Venmo, Zelle, cash, etc.). Future versions may offer payouts via Stripe Connect; that flow will be opt-in and governed by a separate agreement.

7. Your data

You own the data you put into SeatLedger. You grant SeatLedger a worldwide, royalty-free, non-exclusive license to host, store, reproduce, modify (for technical formatting), and process your data solely as needed to provide and improve the Service, comply with law, and enforce these Terms. We will not sell your data. See our Privacy Policy for details.

You can export your data anytime via Account → Exports (JSON full export, or tax-year CSV). On account closure, we delete your data within 30 days, except records we are legally required to retain (billing records for 7 years; security logs for 12 months).

8. Third-party platforms and external content

The Service interoperates with external platforms (Ticketmaster, SeatGeek, StubHub, Stripe, Clerk, and others). Those platforms have their own terms and privacy policies, and SeatLedger has no control over and accepts no responsibility for their content, accuracy, availability, pricing, or behavior. Where the Service displays third-party data (such as market prices), that data is provided “as is” and may be delayed, incomplete, or inaccurate. Do not rely on the Service's display of third-party data for transactional or financial decisions without independent verification.

The platform that actually processed a sale (StubHub, SeatGeek, Ticketmaster, etc.) is the third-party settlement organization for that sale and is responsible for its own 1099-K reporting. SeatLedger is not.

9. Assumption of risk

Decisions to buy, sell, hold, transfer, list, or price tickets are your decisions alone. SeatLedger's tracking, reporting, and market-pricing features are informational record-keeping tools, not recommendations. You assume all economic, market, legal, and tax risk associated with your ticket activity. Past results displayed in the Service are not predictive of future outcomes.

10. Service availability and modifications

SeatLedger does not guarantee that the Service will be uninterrupted, error-free, secure, or available at any specific time. Maintenance, infrastructure issues, or third-party failures may temporarily reduce or eliminate functionality. We may add, modify, suspend, or discontinue any feature, integration, or portion of the Service at any time, with or without notice, and without liability. We aim to give advance notice of material changes where practical.

11. Disclaimer of warranties

THE SERVICE AND ALL CONTENT, DATA, AND FEATURES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY. To the maximum extent permitted by law, SeatLedger disclaims all warranties, including warranties of merchantability, fitness for a particular purpose, accuracy, non-infringement, title, quiet enjoyment, and any warranty arising out of course of dealing or trade usage. SeatLedger does not warrant that the Service will meet your requirements, that defects will be corrected, or that the Service or its servers are free of viruses or other harmful components.

Some jurisdictions do not allow the exclusion of certain warranties; in those, the exclusion applies to the maximum extent permitted.

12. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL SEATLEDGER, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR OPPORTUNITY, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STATUTE, OR OTHERWISE) AND EVEN IF SEATLEDGER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

SEATLEDGER'S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE GREATER OF (A) THE AMOUNT YOU ACTUALLY PAID SEATLEDGER IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100).

These limitations apply even if any limited remedy fails of its essential purpose. Some jurisdictions do not allow the exclusion or limitation of certain damages; in those, the exclusion or limitation applies to the maximum extent permitted.

13. Binding arbitration and class-action waiver

Read this section carefully — it affects your legal rights.

(a) Agreement to arbitrate. You and SeatLedger agree that any dispute, claim, or controversy arising out of or relating to these Terms, the Service, or your relationship with SeatLedger, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory (each, a “Dispute”), will be resolved by binding individual arbitration administered by JAMS under its Streamlined Arbitration Rules and Procedures, except as set out below. Judgment on the award may be entered in any court of competent jurisdiction.

(b) Class-action waiver. You and SeatLedger agree that each may bring claims against the other only in your or its individual capacity, and not as a plaintiff or class member in any purported class, collective, consolidated, or representative proceeding. The arbitrator may not consolidate more than one person's claims and may not preside over any form of representative or class proceeding. If this waiver is found unenforceable, the remainder of this Section 13 is null and void as to the affected Dispute, which will then proceed in court under Section 14.

(c) Carve-outs. Either party may bring an individual claim in small-claims court for any matter within that court's jurisdiction. Either party may also seek injunctive or equitable relief in court for actual or threatened infringement of intellectual-property rights or breach of confidentiality.

(d) 30-day opt-out. You may opt out of this Section 13 by emailing legal@seatledger.ai within 30 days of first accepting these Terms with the subject line “Arbitration opt-out” and your full name and account email. Opting out does not affect any other portion of these Terms.

(e) Procedure. The arbitration will take place in Wilmington, Delaware, unless you and SeatLedger agree otherwise or unless JAMS rules require a different venue. The arbitrator's decision is final and binding except for the limited review permitted by the Federal Arbitration Act, which governs this Section 13.

14. Governing law and venue

These Terms are governed by the laws of the State of Delaware, USA, without regard to conflict-of-laws principles. For any Dispute not subject to Section 13 (or where Section 13 has been found unenforceable), the parties consent to the exclusive jurisdiction of the state and federal courts located in New Castle County, Delaware, and waive any objection to venue or inconvenient forum.

If you are a consumer resident in the European Union or United Kingdom, this section does not deprive you of mandatory protections of the law of the country in which you habitually reside.

15. Indemnification

You agree to defend, indemnify, and hold harmless SeatLedger and its officers, directors, employees, agents, affiliates, and licensors from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) your use of the Service; (b) your breach of these Terms; (c) your violation of any law or third-party right (including intellectual property, privacy, and platform-of-record rights); (d) any content or data you submit to the Service; (e) any dispute between you and a co-owner, counterparty, ticket marketplace, or tax authority; or (f) your tax, accounting, or legal decisions made in connection with information displayed by the Service. SeatLedger may assume the exclusive defense and control of any matter subject to indemnification, in which case you agree to cooperate.

16. Termination

You can close your account anytime via Account → Danger Zone. SeatLedger may suspend or terminate your account, with or without notice, for any breach of these Terms, suspected fraud, security risk, non-payment, or risk to the Service or other users. Upon termination, your right to use the Service ceases immediately. Sections 1, 7, 8, 9, 11, 12, 13, 14, 15, 16, and 18 survive termination.

17. Changes to these Terms

We may update these Terms at any time. Material changes will be announced by email or in-app notice at least 30 days before they take effect. Continued use of the Service after the effective date means you accept the updated Terms. If you do not agree, your sole remedy is to stop using the Service and cancel your subscription.

18. Miscellaneous

Entire agreement. These Terms, together with the Privacy Policy and the Refund Policy, are the entire agreement between you and SeatLedger and supersede all prior agreements on the subject.

Severability. If any provision is held unenforceable, the remaining provisions remain in full force and the unenforceable provision will be modified only to the minimum extent necessary to make it enforceable.

No waiver. Our failure to enforce any right or provision is not a waiver of that right or provision.

Assignment. You may not assign or transfer these Terms or your account without our prior written consent. We may assign these Terms to a successor in connection with a merger, acquisition, or sale of assets without notice.

No third-party beneficiaries. These Terms do not create any rights for any third party other than the indemnified parties expressly identified.

Force majeure. SeatLedger is not liable for any delay or failure to perform caused by circumstances beyond its reasonable control, including natural disaster, war, civil unrest, governmental action, internet or hosting failures, denial of service, or third-party platform outages.

Notices. Notices to you may be sent by email to the address on your account or by in-app notice. Notices to SeatLedger must be sent to legal@seatledger.ai.

Headings. Section headings are for convenience and do not affect interpretation.

Contact. Questions: legal@seatledger.ai.