Legal
Terms of Service
Last updated: July 13, 2026 — draft pending attorney review, not yet counter-signed.
1. The Service
Exemption Ledger provides a software platform for the collection, parsing, and storage of sales-tax exemption certificates. The Service evaluates uploaded documents for formatting, required fields, and version recency against state-issued templates ("Formal Completeness"). The Service does not evaluate the substantive legal validity of any exemption claim, the legal status of the issuing entity, or the applicability of any exemption to a specific transaction.
2. No Tax or Legal Advice
Exemption Ledger does not provide legal, tax, or accounting advice. Exemption Ledger does not guarantee that any document will survive a state revenue audit or legally relieve Customer of sales-tax nexus obligations. Customer retains sole responsibility for all tax policies, reporting positions, and audit defense. Customer shall not use the Service as a substitute for professional tax or legal counsel.
3. False Negative Disclaimer
Exemption Ledger uses automated optical character recognition and rules-based logic to assess the formal completeness of uploaded documents. Exemption Ledger does not guarantee that the software will detect all errors, nor that a document marked "Complete" will be accepted by a state taxing authority.
4. Acceptable Use
Customer shall not use the Service to:
- evade or assist in the evasion of legally mandated tax obligations;
- generate, alter, or falsify exemption certificates; or
- rely on the Service as a substitute for professional tax or legal counsel.
5. Aggregate Data Rights
Customer grants Exemption Ledger a non-exclusive, perpetual, royalty-free license to use Customer Data in an anonymized and aggregated format to improve the Service, train validation algorithms, and publish industry trends. No such aggregated data will identify Customer, its Authorized Users, or its buyers.
6. Data Liberation Guarantee
Upon termination or expiration of this Agreement, Customer may trigger a Data Liberation Export via the Service dashboard. Exemption Ledger will provide a complete, programmatic export of all Customer Data — including certificate files, historical mappings, and audit logs — in standard formats within twenty-four (24) hours. Upon completion of the export, or thirty (30) days after termination, Exemption Ledger will permanently delete Customer Data from its active systems.
7. Limitation of Liability
To the maximum extent permitted by applicable law, neither party will be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, loss of data, tax assessments, fines, penalties, or interest levied by any taxing authority. Exemption Ledger's total cumulative liability arising out of or related to this Agreement will not exceed the total fees paid or payable by Customer to Exemption Ledger in the twelve (12) months immediately preceding the claim. This cap does not apply to gross negligence, willful misconduct, or indemnification obligations for IP infringement.
8. Data Processing
Processing of Customer Data, including the use of subprocessors, is governed by the Data Processing Agreement and disclosed in full on the Subprocessors page.
This page is a working draft based on the Common Paper Cloud Service Agreement (Standard Terms) and has not yet been reviewed by counsel or counter-signed by any customer. Contact legal@exemptionledger.com with questions.