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Cable Ledger

Terms of Service

Effective October 2, 2026

Cable Ledger is a product of Spile Technology, LLC, a Delaware limited liability company (“Company,” “we,” “us,” “our”). These Terms of Service (“Terms”) are the legally binding terms and conditions that govern your access to and use of the Cable Ledger software service, its web and mobile applications, the website at cableledger.com (the “Site”), and any related documentation and support (together, the “Service”).

By creating an account, clicking to accept, or accessing or using the Service, you accept these Terms on behalf of yourself or the entity you represent, and you represent and warrant that you have the right, authority and capacity to do so. If you are accepting on behalf of a company, “you” and “Customer” mean that company, and you bind it. You may not use the Service or accept these Terms if you are under 18. If you do not agree to all of these Terms, do not access or use the Service.

Section 5 describes a subscription that renews automatically and charges your payment method every month until you cancel. Please read it.

PLEASE BE AWARE THAT SECTION 20 CONTAINS PROVISIONS GOVERNING HOW TO RESOLVE DISPUTES BETWEEN YOU AND COMPANY. AMONG OTHER THINGS, SECTION 20 INCLUDES AN AGREEMENT TO ARBITRATE WHICH REQUIRES, WITH LIMITED EXCEPTIONS, THAT ALL DISPUTES BETWEEN YOU AND US SHALL BE RESOLVED BY BINDING AND FINAL ARBITRATION. SECTION 20 ALSO CONTAINS A CLASS ACTION AND JURY TRIAL WAIVER. PLEASE READ SECTION 20 CAREFULLY.

UNLESS YOU OPT OUT OF THE AGREEMENT TO ARBITRATE WITHIN 30 DAYS: (1) YOU WILL ONLY BE PERMITTED TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION; AND (2) YOU ARE WAIVING YOUR RIGHT TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL.

1. This agreement

These Terms, together with our Privacy Policy and any additional guidelines, policies or rules we post for particular features (all incorporated by reference), are the entire agreement between you and Company about the Service and supersede all prior or contemporaneous agreements, communications and understandings about it. If you and Company have signed a separate written agreement, such as an order form, beta test agreement or master services agreement, that agreement controls wherever it conflicts with these Terms. No terms in any purchase order, vendor portal or similar Customer document have any force or effect, even if signed by Company after the date of these Terms.

2. Access to the service

2.1 License

Subject to these Terms and your payment of the applicable Fees, Company grants you a non-exclusive, non-transferable, non-sublicensable, revocable, limited right during the Term to access and use the Service for your internal business purposes, and to use any client-side software or documentation we make available only as needed to do so. A visitor to the Site gets a limited, revocable license to view it for their own informational use. Any future release, update or addition to the Service is subject to these Terms unless it comes with its own.

2.2 Restrictions

You will not, directly or indirectly, and will not allow anyone else to:

2.3 Your responsibilities

You are responsible for obtaining and maintaining the devices, connectivity and other equipment and services needed to use the Service, for their security, and for all use of your account with or without your knowledge. You represent, covenant and warrant that you and your users will use the Service only in compliance with these Terms, our published policies then in effect, and all applicable laws and regulations. Company has no obligation to monitor your use of the Service, but may do so, and may prohibit any use it believes may be, or is alleged to be, in violation of the foregoing.

2.4 Modification and support

Company reserves the right, at any time, to modify, suspend or discontinue the Service or any part of it, with or without notice. Company will not be liable to you or any third party for any modification, suspension or discontinuation. Company will use commercially reasonable efforts to provide technical support by email at support@cableledger.com during U.S. business hours, and makes no commitment as to response or resolution times or to any particular service level.

2.5 Usage limits

The Fees include the following usage for each organization. We set these limits well above ordinary use; they exist to keep the Service affordable and to bound runaway or abusive use.

Additional storage can be added in the Service in 100 GB blocks, at the price shown there when you add it. Each block is a Fee billed with your subscription under section 5, prorated for the period you add or remove it in, until you remove it. A block cannot be removed while the storage it provides is in use.

Current usage is shown in the Service under Settings. We may also raise an organization’s limits on request at our discretion, and will give notice of any reduction as a change to these Terms.

3. Accounts

To use the Service you must register for an account and provide the information the registration form asks for. You represent and warrant that all registration information you submit is truthful and accurate and that you will keep it so. Company may refuse registration of, or cancel, any account or credential it deems inappropriate.

You are responsible for maintaining the confidentiality of your account credentials, for all activity that occurs under your account, and for every user you invite and their compliance with these Terms. Roles and permissions within your organization are yours to configure; Company does not police them for you. You agree to notify Company immediately at privacy@cableledger.com of any unauthorized use or suspected unauthorized use of your account or any other breach of security. Company cannot and will not be liable for any loss or damage arising from your failure to comply with this section.

4. Acceptable use and copyright policy

4.1 Acceptable Use Policy

You agree not to use the Service to collect, upload, transmit, display or distribute any content (i) that violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity or other intellectual property or proprietary right; (ii) that is unlawful, harassing, abusive, tortious, threatening, harmful, invasive of another’s privacy, vulgar, defamatory, false, intentionally misleading, trade libelous, pornographic, obscene, patently offensive, promotes racism, bigotry, hatred or physical harm of any kind against any group or individual, or is otherwise objectionable; (iii) that is harmful to minors in any way; or (iv) that violates any law, regulation, or obligation or restriction imposed by any third party.

In addition, you agree not to: (i) upload, transmit or distribute through the Service any virus, worm or other software intended to damage or alter a computer system or data; (ii) send through the Service unsolicited or unauthorized advertising, promotional material, junk mail, spam, chain letters or any other duplicative or unsolicited messages; (iii) use the Service to harvest, collect, gather or assemble information about other users, including email addresses, without their consent; (iv) interfere with, disrupt or create an undue burden on servers or networks connected to the Service, or violate their regulations, policies or procedures; (v) attempt to gain unauthorized access to the Service or to other systems or networks connected to or used with it, whether through password mining or any other means; (vi) harass or interfere with any other user’s use and enjoyment of the Service; or (vii) use software, automated agents or scripts to create multiple accounts or to generate automated searches, requests or queries to, or to strip, scrape or mine data from, the Service. Operators of public search engines have revocable permission to use spiders to copy materials from the Site solely to create publicly available searchable indexes, but not caches or archives, subject to our robots.txt file.

4.2 Enforcement

We reserve the right, but have no obligation, to review, refuse or remove any content in our sole discretion, and to investigate and take appropriate action against you in our sole discretion if you violate this section or any other provision of these Terms or otherwise create liability for us or any other person. Such action may include removing or modifying your content, suspending or terminating your account under section 17, and reporting you to law enforcement authorities.

Good-faith security research is an exception to section 2.2 only if you tell us first at privacy@cableledger.com, give us reasonable time to fix what you find before disclosing it, and do not access, alter or exfiltrate any data that is not your own.

4.3 Copyright policy

Company respects the intellectual property of others and asks that users of the Service do the same. We have adopted and implemented a policy that provides for the removal of infringing material and, in appropriate circumstances, the termination of users who are repeat infringers. If you believe that a user is, through the Service, unlawfully infringing the copyright in a work, and wish to have the allegedly infringing material removed, provide the following information in a written notification under 17 U.S.C. § 512(c) to our designated Copyright Agent:

Under 17 U.S.C. § 512(f), any misrepresentation of material fact in a written notification automatically subjects the complaining party to liability for any damages, costs and attorneys’ fees we incur in connection with it.

Our designated Copyright Agent is: Copyright Agent, Spile Technology, LLC, privacy@cableledger.com.

5. Fees, trial and automatic renewal

5.1 Fees

The Service is billed in advance, monthly or yearly as you choose at checkout (the “Billing Period”): a base fee that includes a stated number of seats, plus a per-seat fee for each additional seat, at the prices shown at checkout (the “Fees”). The yearly Fees are a discount on twelve months of the monthly ones and are paid in full at the start of each year. One seat is one active member of your organization who can sign in, whatever their role. Your seat count is derived from your actual headcount, not chosen by you. When you invite or deactivate a member, the quantity on your subscription changes to match; additions are prorated for the rest of the current Billing Period, and removals are credited the same way against your next renewal. On a monthly plan the prorated amount appears on your next invoice. On a yearly plan, because the next renewal may be months away, we invoice the prorated amount for seats added, net of any seats removed, within one day of the change, charged to the payment method on file. Nobody is blocked for exceeding a seat count; the bill follows the headcount. Optional add-ons you choose in the Service, such as additional storage (section 2.5), are Fees too, at the price shown when you add them.

5.2 Free trial

5.3 Promotion codes

We may offer promotion codes, such as a founding-customer rate for early customers. A code applies only as described when it is redeemed, and checkout shows the discount and how long it lasts before you subscribe. When a discount period ends, the subscription continues automatically at the then-current standard Fees until you cancel. Codes have no cash value, cannot be combined unless we say so, and may be limited or withdrawn at any time.

5.4 Automatic renewal

5.5 Taxes, billing disputes and refunds

Fees are in U.S. dollars and exclusive of taxes. You are responsible for all taxes associated with the Service other than U.S. taxes based on Company’s net income. Payments are processed by Stripe under its terms; we never hold your card number. If you believe Company has billed you incorrectly, you must contact us at support@cableledger.com no later than 60 days after the closing date of the first billing statement on which the error appeared in order to receive an adjustment or credit. Except as expressly provided in these Terms, all Fees are non-refundable, and you keep access for the period you have paid for. Consumer-protection rights that cannot be waived by contract are not affected by this section.

6. Cancelling

You may cancel at any time from Settings → Subscription → Manage billing in the Service. No call, retention offer or written request is required. Cancellation stops future charges; you keep access until the end of the period already paid for, and nothing further is charged. If you cannot reach that screen, email privacy@cableledger.com from the address on the account and we will cancel it for you. Cancelling does not delete your data; section 17.3 describes what happens to it.

7. Customer data

7.1 Ownership and license

“Customer Data” means the records, documents, photographs and other data you or your users submit to the Service. As between you and Company, you own all right, title and interest in and to the Customer Data. You grant Company, and you represent and warrant that you have the right to grant, a non-exclusive, worldwide, royalty-free license to host, copy, store, process, transmit, display, modify (for example to shrink a photo or render a report) and back up the Customer Data, and to sublicense those rights to the service providers that process data on Company’s behalf (a current list is available on request to privacy@cableledger.com), solely as needed to provide, maintain, secure and improve the Service and to comply with law. You waive any moral-rights or attribution claims with respect to the Customer Data to the extent the law allows.

7.2 Your responsibility for it

You are solely responsible for the Customer Data, including its accuracy, legality and your right to submit it. Much of it is personal information about people other than you, such as your employees and their emergency contacts; you are responsible for having the right to collect and upload it, for telling those people that you do, and for every notice, consent and retention obligation the law places on you as their employer. Company processes it on your instructions as described in the Privacy Policy.

Prohibited Data. You will not submit to the Service (a) protected health information regulated by HIPAA; (b) credit, debit or bank account numbers; (c) Social Security numbers; or (d) any other category of data that a law or regulation requires to be handled under controls the Service does not advertise. The Service is not designed for such data, and Company has no liability for it.

Backups are your responsibility. Company keeps operational backups for its own recovery purposes but is not obligated to back up Customer Data for you, to restore individual records, or to retain Customer Data after termination beyond section 17.3. Keep your own copies of anything that law or contract requires you to keep. The Service offers exports for that purpose.

7.3 Usage data

Notwithstanding anything to the contrary, Company may collect and analyze data and other information relating to the provision, use and performance of the Service and related systems and technologies, including information concerning Customer Data and data derived from it (“Usage Data”), and Company will be free, during and after the Term, to (i) use Usage Data to operate, secure, improve and enhance the Service and for other development, diagnostic and corrective purposes in connection with the Service, and (ii) disclose Usage Data solely in aggregate or other de-identified form in connection with its business. Usage Data that identifies a person is personal information handled under the Privacy Policy. Company will not use Customer Data to train artificial-intelligence or machine-learning models, and neither does its model provider. No rights or licenses are granted except as expressly set forth in these Terms.

8. Confidentiality

Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (“Proprietary Information”). Proprietary Information of Company includes non-public information regarding features, functionality, performance and pricing of the Service. Proprietary Information of Customer includes non-public Customer Data. The Receiving Party agrees (i) to take reasonable precautions to protect the Proprietary Information, and (ii) not to use it except in performance of these Terms or as otherwise permitted here, or divulge it to any third person other than employees, contractors and advisers who need it and are bound by obligations at least as protective as these. The Disclosing Party agrees that the foregoing does not apply to any information, other than Customer Data, after five (5) years following its disclosure (Customer Data remains Proprietary Information for as long as Company holds it), or to any information that the Receiving Party can document (a) is or becomes generally available to the public through no fault of the Receiving Party, (b) was in its possession or known by it before receipt from the Disclosing Party, (c) was rightfully disclosed to it without restriction by a third party, (d) was independently developed without use of any Proprietary Information of the Disclosing Party, or (e) is required to be disclosed by law, in which case the Receiving Party will give notice where the law allows and disclose only what is required. A breach of this section may cause irreparable harm for which damages are inadequate, and the Disclosing Party may seek injunctive relief in addition to any other remedy.

9. Ownership and feedback

Company owns and retains all right, title and interest in and to (a) the Service, the Site and all software, content, designs and documentation in them, and all improvements, enhancements and modifications; (b) any software, applications, inventions or other technology developed in connection with support or implementation; and (c) all intellectual property rights related to any of the foregoing. Neither these Terms nor your access transfers to you or any third party any right, title or interest in that intellectual property except the limited access rights in section 2.1. Company and its suppliers reserve all rights not expressly granted, and there are no implied licenses. All trademarks, logos and service marks displayed on the Service are our property or that of third parties, and you may not use them without our prior written consent.

If you provide Company with any feedback or suggestions regarding the Service (“Feedback”), you hereby assign to Company all rights in the Feedback and agree that Company may use and fully exploit it in any manner it deems appropriate. Company will treat Feedback as non-confidential and non-proprietary; do not submit information or ideas you consider confidential. Feedback does not include Customer Data.

Company may identify you as a customer and use your organization’s name and logo in its marketing to say so. Write to support@cableledger.com to withdraw that permission for future materials.

10. AI-assisted features

One feature uses artificial intelligence to read scanned price sheets you upload and fill in the line items for you. Section 4 of the Privacy Policy explains what is sent where, and that section is updated before any other document type is read this way. Due to the nature of artificial intelligence, information generated by these features may be incorrect or inaccurate. These features are not human and are not a substitute for human oversight. Every extraction is shown to you for review before anything is saved, and you are solely responsible for checking the results, particularly the rates, where an unreviewed error becomes a billing error. Company does not warrant that any extraction is accurate or complete, and nothing the Service produces is legal, financial, engineering or safety advice. These features are optional; anything they extract can be entered manually instead.

11. Text messages (SMS)

If you give us your mobile number and opt in (on a demo request, in your account settings, or by replying to a message), you agree to receive text messages from Cable Ledger about that request, your account, onboarding, support and product updates. Consent to receive texts is not a condition of any purchase. Message frequency varies; message and data rates may apply. Reply STOP to opt out; we will send one confirmation and then stop. Reply HELP for help, or email support@cableledger.com. Carriers are not liable for delayed or undelivered messages. Opting out of texts does not opt you out of account, billing and security email, which is part of the Service.

12. Third-party services, other users and release

12.1 Third-party links and services

The Service may contain links to third-party websites and services, and may connect to services you choose to link, such as Stripe, QuickBooks Online or Dropbox (collectively, “Third-Party Services”). Third-Party Services are not under Company’s control, and Company is not responsible for them. Company provides access to them only as a convenience, and does not review, approve, monitor, endorse, warrant or make any representation about them. You use Third-Party Services at your own risk, and when you use one, its terms and policies apply, including its privacy and data-gathering practices. When you connect one, you authorize Company to exchange with it the data that connection needs; you may disconnect it at any time.

12.2 Other users

Each user is solely responsible for its own content. Since Company does not control Customer Data or other user content, you acknowledge and agree that Company is not responsible for any of it, whether provided by you or by others, and makes no guarantee about its accuracy, currency, suitability or quality. Your interactions with other users, including members of your own organization, are solely between you and them. Company will not be responsible for any loss or damage incurred as a result of those interactions, and if there is a dispute between you and any other user, Company is under no obligation to become involved.

12.3 Release

You hereby release and forever discharge Company and its officers, employees, agents, successors and assigns from, and hereby waive and relinquish, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death and property damage) that has arisen or arises directly or indirectly out of, or that relates directly or indirectly to, any interaction with, or act or omission of, other users or any Third-Party Service. IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”

13. Beta features

Company may make available features, or versions of the Service, identified as beta, preview, early access or similar, or not generally available (“Beta Features”). Beta Features are experimental, are not at the level of performance of a generally available product, may not operate correctly, may be substantially modified before general release, and may be modified or removed at Company’s discretion with or without notice, or never released commercially. Beta Features are provided “AS IS”; no warranty, support or service commitment in these Terms applies to them, and you use them at your own risk. Unless Company has announced a Beta Feature publicly, all non-public information about it is Company’s Proprietary Information under section 8.

14. Disclaimer of warranties

Company will use reasonable efforts consistent with prevailing industry standards to maintain the Service in a manner that minimizes errors and interruptions. The Service may be temporarily unavailable for scheduled maintenance or unscheduled emergency maintenance, by Company or by third-party providers, or because of other causes beyond Company’s reasonable control, and Company will use reasonable efforts to give advance notice of scheduled disruptions. However, Company does not warrant that the Service will be uninterrupted or error free, nor does it make any warranty as to the results that may be obtained from use of the Service.

EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND COMPANY AND ITS SUPPLIERS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY AND NON-INFRINGEMENT. COMPANY AND ITS SUPPLIERS MAKE NO WARRANTY THAT THE SERVICE WILL MEET YOUR REQUIREMENTS, WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE BASIS, OR WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL OR SAFE. NO ORAL OR WRITTEN ADVICE OR INFORMATION FROM COMPANY OR ITS EMPLOYEES OR AGENTS CREATES A WARRANTY. IF APPLICABLE LAW REQUIRES ANY WARRANTY WITH RESPECT TO THE SERVICE, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO 90 DAYS FROM THE DATE OF FIRST USE.

THE SERVICE IS A RECORD-KEEPING TOOL. IT IS NOT A SAFETY SYSTEM AND DOES NOT SUBSTITUTE FOR YOUR OWN COMPLIANCE, ENGINEERING, PAYROLL, TAX OR SAFETY OBLIGATIONS OR PROFESSIONAL JUDGMENT. Do not rely on it as the sole record where law or contract requires you to keep another.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE MAY NOT APPLY TO YOU.

15. Limitation of liability

NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON CAUSED BY COMPANY, COMPANY AND ITS SUPPLIERS (INCLUDING ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, MEMBERS, MANAGERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THESE TERMS UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE, OR FOR LOSS, INACCURACY OR CORRUPTION OF DATA, OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY, OR LOSS OF BUSINESS OR PROFITS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND COMPANY’S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY YOU TO COMPANY FOR THE SERVICE IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, OR FIFTY U.S. DOLLARS ($50.00) IF YOU HAVE PAID NO FEES; IN EACH CASE, WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT. YOU AGREE THAT OUR SUPPLIERS WILL HAVE NO LIABILITY OF ANY KIND ARISING FROM OR RELATING TO THESE TERMS.

ACCESS TO AND USE OF THE SERVICE IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICES OR SYSTEMS OR LOSS OF DATA RESULTING FROM IT. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. NOTHING IN THESE TERMS LIMITS LIABILITY TO THE EXTENT IT CANNOT BE LIMITED BY LAW.

16. Indemnification

16.1 By you

You agree to indemnify and hold Company and its officers, members, managers, employees and agents harmless, including costs and attorneys’ fees, from any claim or demand made by any third party due to or arising out of (a) your use of the Service, (b) your violation of these Terms, (c) your violation of applicable laws or regulations, including employment, privacy and safety laws that apply to you as an employer, or (d) the Customer Data or any other content you submit. Company reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of Company. Company will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.

16.2 By Company

Company shall hold you harmless from liability to third parties resulting from infringement by the Service of any United States patent or any copyright, or misappropriation of any trade secret, provided Company is promptly notified of all threats, claims and proceedings related to it and given reasonable assistance and the opportunity to assume sole control over defense and settlement; Company will not be responsible for any settlement it does not approve in writing. The foregoing does not apply to portions or components of the Service (i) not supplied by Company, (ii) made in whole or in part in accordance with your specifications, (iii) modified after delivery by Company, (iv) combined with other products, processes or materials where the alleged infringement relates to the combination, (v) where you continue the allegedly infringing activity after being notified of it or of modifications that would have avoided it, or (vi) where your use of the Service is not strictly in accordance with these Terms. If, due to a claim of infringement, the Service is held by a court of competent jurisdiction to be, or is believed by Company to be, infringing, Company may at its option and expense (a) replace or modify the Service to be non-infringing with substantially similar features and functionality, (b) obtain for you a license to continue using the Service, or (c) if neither is commercially practicable, terminate these Terms and your rights under them and refund any prepaid, unused Fees. This section states Company’s entire liability, and your exclusive remedy, for infringement claims.

17. Term, suspension and termination

17.1 Term

These Terms are in effect from the date you first accept them or use the Service and continue while you use the Service, through each renewal, until terminated (the “Term”). You may terminate at any time by cancelling under section 6.

17.2 Suspension and termination by Company

Company may suspend your access to the Service, with or without notice, if (a) your account has an outstanding balance for more than 30 days, (b) you breach section 2.2 or section 4, (c) you use the Service in a way that materially and negatively affects the Service or others, or (d) Company is required to by law or believes in good faith that suspension is needed to protect the Service, its users or third parties. Company will try to inform you before suspending when practical, and will reinstate access only when the underlying issue is resolved. Company may terminate these Terms and your rights to use the Service (including your account) at any time for any reason at its sole discretion, including for any use of the Service in violation of these Terms, without notice in the case of nonpayment or a breach that cannot be cured, and otherwise on notice. Company will not have any liability whatsoever to you for any suspension or termination.

17.3 Effect of termination

Upon termination, your account and your right to access and use the Service terminate immediately, and you will pay in full for the Service up to and including the last day on which it was provided. Upon any termination, Company will make the Customer Data available to you for electronic retrieval for a period of thirty (30) days, and thereafter Company will delete stored Customer Data from its live databases and backups on the retention schedule in the Privacy Policy, which is the only retention you may rely on. All sections of these Terms which by their nature should survive termination will survive, including accrued rights to payment, confidentiality obligations, warranty disclaimers, limitations of liability, indemnities, the release, the arbitration agreement and section 21.

18. Changes to these terms

These Terms are subject to revision. If we make any substantial change, we will notify you by sending an email to the last email address you provided to us and/or by prominently posting notice of the change on the Service, and for a change to price, billing, your rights or our liability we will do so at least 30 days before it takes effect. You are responsible for providing us with your most current email address; if the last address you provided is not valid or otherwise incapable of delivering the notice, our dispatch of the email nonetheless constitutes effective notice. Continued use of the Service following notice of a change indicates your acknowledgment of the change and agreement to be bound by it; we may also ask you to accept the revised Terms in the Service before continuing. If you do not agree, cancel before the change takes effect. Non-material changes and clarifications take effect when posted.

19. Governing law and venue

These Terms are governed by the laws of the State of Delaware, without regard to its conflict-of-laws provisions. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act do not apply. Subject to section 20, any legal suit, action or proceeding arising out of or relating to these Terms or the Service shall be brought exclusively in the state or federal courts located in New Castle County, Delaware, and each party irrevocably submits to the jurisdiction and venue of those courts and waives any objection to them.

20. Dispute resolution and arbitration agreement

Please read the following arbitration agreement in this section (the “Arbitration Agreement”) carefully. It requires you to arbitrate disputes with Company, its parent companies, subsidiaries, affiliates, successors and assigns and all of their respective officers, directors, members, managers, employees, agents and representatives (collectively, the “Company Parties”) and limits the manner in which you can seek relief from the Company Parties.

20.1 Applicability

You agree that any dispute between you and any of the Company Parties relating in any way to the Service or these Terms (a “Dispute”) will be resolved by binding arbitration, rather than in court, except that (1) you and the Company Parties may assert individualized claims in small claims court if the claims qualify, remain in such court and advance solely on an individual, non-class basis; and (2) you or the Company Parties may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights and patents). This Arbitration Agreement survives the expiration or termination of these Terms and applies, without limitation, to all claims that arose or were asserted before you agreed to these Terms or any prior version of them, to Disputes that involve facts occurring before this or any prior version existed, and to claims that arise after termination. It does not preclude you from bringing issues to the attention of federal, state or local agencies, which can, if the law allows, seek relief against the Company Parties on your behalf.

20.2 Informal dispute resolution

You and Company agree that good-faith informal efforts to resolve Disputes can result in a prompt, low-cost and mutually beneficial outcome. Before either party commences arbitration against the other, or initiates an action in small claims court, we will personally meet and confer by telephone or videoconference in a good-faith effort to resolve the Dispute informally (an “Informal Dispute Resolution Conference”). If you are represented by counsel, your counsel may participate, but you will also participate.

The party initiating a Dispute must give the other party written notice of its intent to initiate an Informal Dispute Resolution Conference (“Notice”), which shall occur within 45 days after the other party receives the Notice unless an extension is mutually agreed. Notice to Company should be sent by email to privacy@cableledger.com. The Notice must include (1) your name, telephone number, mailing address and the email address associated with your account; (2) the name, telephone number, mailing address and email address of your counsel, if any; and (3) a description of your Dispute.

The Informal Dispute Resolution Conference shall be individualized, such that a separate conference must be held each time either party initiates a Dispute, even if the same law firm or group of law firms represents multiple users in similar cases, unless all parties agree; multiple individuals initiating a Dispute cannot participate in the same conference unless all parties agree. Nothing here prohibits informal communications between Notice and the conference. Engaging in the Informal Dispute Resolution Conference is a condition precedent that must be fulfilled before commencing arbitration. The statute of limitations and any filing-fee deadlines are tolled while the parties engage in this process.

20.3 Arbitration rules and forum

These Terms evidence a transaction involving interstate commerce, and notwithstanding any other provision regarding applicable substantive law, the Federal Arbitration Act, 9 U.S.C. § 1 et seq., governs the interpretation and enforcement of this Arbitration Agreement and any arbitration proceedings. If the Informal Dispute Resolution Conference does not resolve the Dispute satisfactorily within 60 days after receipt of the Notice, either party may finally resolve the Dispute through binding arbitration. The arbitration will be conducted by JAMS, an established alternative dispute resolution provider. Disputes involving claims and counterclaims with an amount in controversy under $250,000, not inclusive of attorneys’ fees and interest, are subject to the most current version of the JAMS Streamlined Arbitration Rules and Procedures; all other claims are subject to the most current version of the JAMS Comprehensive Arbitration Rules and Procedures. The JAMS rules are available at www.jamsadr.com or by calling JAMS at 800-352-5267.

A party who wishes to initiate arbitration must provide the other party with a request for arbitration (the “Request”) that includes (1) the name, telephone number, mailing address and email address of the party seeking arbitration and the account email; (2) a statement of the legal claims asserted and their factual bases; (3) a description of the remedy sought and an accurate, good-faith calculation of the amount in controversy in U.S. dollars; (4) a statement certifying completion of the Informal Dispute Resolution process; and (5) evidence that the requesting party has paid any necessary filing fees. If the requesting party is represented by counsel, the Request must also include counsel’s name, telephone number, mailing address and email address, and counsel must sign it, certifying to the best of counsel’s knowledge, information and belief, formed after a reasonable inquiry, that (1) the Request is not presented for any improper purpose, such as to harass, cause unnecessary delay or needlessly increase the cost of dispute resolution; (2) the claims, defenses and other legal contentions are warranted by existing law or by a nonfrivolous argument for extending, modifying or reversing existing law or establishing new law; and (3) the factual and damages contentions have evidentiary support or, if specifically so identified, will likely have evidentiary support after a reasonable opportunity for further investigation or discovery.

Unless you and Company otherwise agree, or the Batch Arbitration process in section 20.7 is triggered, the arbitration will be conducted in the county of your principal place of business or, if you are an individual, the county where you reside. Subject to the JAMS rules, the arbitrator may direct a limited and reasonable exchange of information between the parties, consistent with the expedited nature of the arbitration. If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum. Your responsibility to pay any JAMS fees and costs will be solely as set forth in the applicable JAMS rules. You and Company agree that all materials and documents exchanged during the arbitration shall be kept confidential and shared only with the parties’ attorneys, accountants or business advisers, subject to their agreement to keep them confidential.

20.4 Authority of the arbitrator

The arbitrator shall have exclusive authority to resolve all Disputes subject to arbitration, including any dispute related to the interpretation, applicability, enforceability or formation of this Arbitration Agreement or any portion of it, except that the following shall be decided only by a court of competent jurisdiction and not by an arbitrator: (1) all Disputes arising out of or relating to section 20.6, including any claim that all or part of it is unenforceable, illegal, void or voidable, or has been breached; (2) except as expressly contemplated in section 20.7, all Disputes about the payment of arbitration fees; (3) all Disputes about whether either party has satisfied any condition precedent to arbitration; and (4) all Disputes about which version of the Arbitration Agreement applies. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties, except as expressly provided in section 20.7. The arbitrator has authority to grant motions dispositive of all or part of any claim, to award monetary damages, and to grant any non-monetary remedy or relief available to an individual party under applicable law, the arbitral forum’s rules and these Terms. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which any award is based, including the calculation of any damages, and shall follow the applicable law. The award is final and binding on you and us, and judgment on it may be entered in any court having jurisdiction.

20.5 Waiver of jury trial

EXCEPT AS SPECIFIED IN SECTION 20.1, YOU AND THE COMPANY PARTIES HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and the Company Parties are instead electing that all covered claims and Disputes shall be resolved exclusively by arbitration under this Arbitration Agreement, except as specified in section 20.1. An arbitrator can award on an individual basis the same damages and relief as a court and must follow these Terms as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.

20.6 Waiver of class or other non-individualized relief

YOU AND COMPANY AGREE THAT, EXCEPT AS SPECIFIED IN SECTION 20.7, EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, REPRESENTATIVE OR COLLECTIVE BASIS, AND THE PARTIES HEREBY WAIVE ALL RIGHTS TO HAVE ANY DISPUTE BE BROUGHT, HEARD, ADMINISTERED, RESOLVED OR ARBITRATED ON A CLASS, COLLECTIVE, REPRESENTATIVE OR MASS ACTION BASIS. ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND DISPUTES OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. Subject to this Arbitration Agreement, the arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. Nothing in this paragraph affects section 20.7. Notwithstanding anything to the contrary, if a court decides by means of a final decision, not subject to any further appeal or recourse, that the limitations of this section are invalid or unenforceable as to a particular claim or request for relief (such as a request for public injunctive relief), you and Company agree that that particular claim or request for relief, and only that one, shall be severed from the arbitration and may be litigated in the state or federal courts located in New Castle County, Delaware. All other Disputes shall be arbitrated or litigated in small claims court. This section does not prevent you or Company from participating in a class-wide settlement of claims.

20.7 Batch arbitration

To increase the efficiency of administration and resolution of arbitrations, you and Company agree that if there are 100 or more individual Requests of a substantially similar nature filed against Company by or with the assistance of the same law firm, group of law firms or organizations within a 30-day period (or as soon as possible thereafter), JAMS shall (1) administer the arbitration demands in batches of 100 Requests per batch (plus a final batch of any remainder); (2) appoint one arbitrator for each batch; and (3) provide for the resolution of each batch as a single consolidated arbitration with one set of filing and administrative fees due per side per batch, one procedural calendar, one hearing (if any) in a place determined by the arbitrator, and one final award (“Batch Arbitration”). Requests are of a “substantially similar nature” if they arise out of or relate to the same event or factual scenario and raise the same or similar legal issues and seek the same or similar relief. If the parties disagree on the application of Batch Arbitration, the disagreeing party shall advise JAMS, and JAMS shall appoint a sole standing arbitrator to determine its applicability (the “Administrative Arbitrator”), who may set procedures necessary to resolve the disagreement promptly and whose fees Company shall pay. You and Company agree to cooperate in good faith with JAMS to implement Batch Arbitration, including the payment of single filing and administrative fees for batches of Requests and steps to minimize the time and cost of arbitration, which may include the appointment of a discovery special master and the adoption of an expedited calendar. This section shall in no way be interpreted as authorizing a class, collective or mass arbitration or action of any kind, or arbitration involving joint or consolidated claims under any circumstances, except as expressly set forth here.

20.8 Attorneys’ fees and costs

The parties shall bear their own attorneys’ fees and costs in arbitration unless the arbitrator finds that either the substance of the Dispute or the relief sought in the Request was frivolous or was brought for an improper purpose (as measured by the standards in Federal Rule of Civil Procedure 11(b)). If you or Company need to invoke the authority of a court of competent jurisdiction to compel arbitration, the party that obtains an order compelling arbitration shall have the right to collect from the other party its reasonable costs, necessary disbursements and reasonable attorneys’ fees incurred in securing that order. The prevailing party in any court action relating to whether either party has satisfied any condition precedent to arbitration, including the Informal Dispute Resolution process, is entitled to recover its reasonable costs, necessary disbursements and reasonable attorneys’ fees.

20.9 30-day right to opt out

You have the right to opt out of this Arbitration Agreement by sending a timely written notice of your decision to privacy@cableledger.com, within 30 days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address and a clear statement that you want to opt out of this Arbitration Agreement. If you opt out, all other parts of these Terms will continue to apply to you. Opting out has no effect on any other arbitration agreements that you may currently have, or may enter into in the future, with us.

20.10 Invalidity, expiration and modification

Except as provided in section 20.6, if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed, and the remainder of the Arbitration Agreement shall continue in full force and effect. You agree that any Dispute you have with Company must be initiated via arbitration within the applicable statute of limitations for that claim or controversy, or it will be forever time barred, and that all applicable statutes of limitation apply to arbitration as they would in a court of competent jurisdiction.

Notwithstanding any provision in these Terms to the contrary, if Company makes any future material change to this Arbitration Agreement, you may reject that change within 30 days of it becoming effective by writing to Company at the addresses in section 20.9. Unless you reject the change within that time, your continued use of the Service following the posting of changes to this Arbitration Agreement constitutes your acceptance of them. Changes to this Arbitration Agreement do not provide a new opportunity to opt out if you previously agreed to a version of these Terms and did not validly opt out. If you reject a change, the Arbitration Agreement as of the date you first accepted these Terms (or accepted any subsequent changes) remains in full force and effect. Company will continue to honor any valid opt-out you made under a prior version of these Terms.

21. General

22. Contact

Spile Technology, LLC
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Support: support@cableledger.com

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