Terms of Service

1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("you", "your", or "User") and The Solution Desk LLC, a California limited liability company ("The Solution Desk", "we", "us", or "our"), governing your access to and use of the Ekue accounting platform, including all related websites, applications, APIs, and services (collectively, the "Service").

By creating an account, accessing, or using the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy. If you do not agree to these Terms, you must not access or use the Service.

You represent and warrant that you are at least 18 years of age, have the legal capacity to enter into this agreement, and, if using the Service on behalf of a business entity, are duly authorized to bind that entity to these Terms. Your agreement to these Terms in electronic form has the same legal force as a written signature.

2. Definitions

"Account" means the registered user account you create to access the Service.
"Authorized User" means any individual granted access to your Account or Tenant by an Account owner or administrator.
"Company" means a business entity created within a Tenant to scope accounting data.
"Confidential Information" means any non-public information disclosed by either party, including financial data, business plans, and technical specifications.
"Financial Data" means invoices, expenses, journal entries, chart of accounts, bank transactions, customer and vendor records, bills, tax codes, and all other accounting-related data entered into the Service.
"Subscription" means the paid or free plan under which you access the Service.
"Tenant" means the top-level organizational unit associated with your business, which may contain one or more Companies.
"Third-Party Services" means external services integrated with Ekue, including but not limited to Stripe, Plaid, Slack, Anthropic, Cloudflare, Google, and Microsoft.
"User Data" means all data, content, and information you or your Authorized Users submit, upload, or generate through the Service, including Financial Data.

3. Account Registration and Security

To use the Service, you must create an Account and provide accurate, complete, and current information. You agree to update your information promptly if it changes. You are solely responsible for:

Maintaining the confidentiality of your login credentials
All activity that occurs under your Account, whether authorized by you or not
Notifying us immediately at support@ekue.com if you suspect unauthorized access

We strongly recommend enabling multi-factor authentication (MFA) via TOTP authenticator apps or FIDO2/WebAuthn passkeys. You may not share your Account credentials, create multiple accounts for the same individual, or transfer your Account to another person without our written consent.

4. Authorized Users

If your Subscription permits multiple users, you may invite Authorized Users to access your Tenant. You are responsible for ensuring that all Authorized Users comply with these Terms. You are liable for any actions taken by your Authorized Users within the Service. You must promptly revoke access for any Authorized User who is no longer authorized or who violates these Terms.

5. Subscription Plans and Billing

The Service is offered under the subscription plans described on our Pricing page, which may include Free, Growth, Pro, and Enterprise tiers. By selecting a paid Subscription:

Recurring billing: You authorize us to charge your payment method on a monthly recurring basis through our payment processor, Stripe. Your Subscription will automatically renew at the end of each billing period unless cancelled.
Payment failure: If a payment fails, we may provide a grace period before suspending your access. You remain liable for all unpaid fees.
No refunds: Subscription fees are non-refundable. No refunds or credits will be issued for partial months, downgrades, or unused time within a billing period.
Price changes: We may modify pricing with at least thirty (30) days' advance notice via email. Continued use after the new pricing takes effect constitutes acceptance.
Taxes: All fees are exclusive of applicable taxes. You are responsible for all sales taxes, value-added taxes, withholding taxes, and similar levies imposed by any governmental authority.

6. Free Plan and Trials

We may offer a free plan or trial period with limited features. Free plans and trials are provided at our sole discretion. We reserve the right to modify, limit, or discontinue any free offering at any time without prior notice and without liability to you. Free plans do not constitute a commitment to provide any level of service.

7. Add-On Services

We offer optional paid add-on services, which may include AI-powered features, Slack integration, and Stripe payment sync. Add-ons are billed monthly and may be enabled or disabled at any time through your account settings. Each add-on may be subject to additional terms specific to the underlying Third-Party Service. By enabling an add-on, you authorize us to share relevant data with the applicable Third-Party Service as described in our Privacy Policy.

8. Your Data and Ownership

You retain all intellectual property rights in and to your User Data. We do not claim ownership of your User Data. By using the Service, you grant us a limited, non-exclusive, worldwide, royalty-free license to host, store, process, transmit, display, and back up your User Data solely for the purpose of providing, maintaining, and improving the Service.

You represent and warrant that: (a) you have all necessary rights to submit your User Data to the Service; (b) your User Data does not violate any applicable law or third-party rights; and (c) your User Data is accurate and complete to the best of your knowledge. You are solely responsible for the accuracy, legality, and completeness of your User Data.

9. Our Intellectual Property

The Service, including all software, code, design, user interface, text, graphics, logos, trademarks, documentation, and all other materials (excluding User Data), is the exclusive property of The Solution Desk LLC and is protected by United States and international copyright, trademark, patent, and other intellectual property laws. You may not:

Copy, modify, adapt, or create derivative works based on the Service
Reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code
Remove, alter, or obscure any proprietary notices or labels
Use our trademarks, logos, or brand materials without written permission

If you provide us with feedback, suggestions, or ideas about the Service, you grant us an unrestricted, perpetual, irrevocable, royalty-free license to use that feedback for any purpose without obligation to you.

10. Data Portability and Export

You may export your Financial Data at any time through the Service's built-in export features in standard formats (CSV, PDF). Upon cancellation or termination of your Account, you will have ninety (90) days to export your data before it is permanently deleted. We will make reasonable efforts to assist with data export requests submitted to support@ekue.com.

11. Acceptable Use Policy

You agree to use the Service only for lawful purposes related to accounting and business management. You shall not, and shall not permit any Authorized User to:

Use the Service for any illegal, fraudulent, or unauthorized purpose, including but not limited to money laundering, tax evasion, or financial fraud
Attempt to access another user's account, Tenant, Company, or data
Circumvent, disable, or interfere with any security features of the Service
Exceed published API rate limits or use automated means to scrape, crawl, or extract data from the Service
Impersonate any person or entity, or falsely represent your affiliation
Introduce viruses, malware, or any other malicious code
Interfere with or disrupt the integrity or performance of the Service or its infrastructure
Resell, sublicense, or redistribute access to the Service without our written authorization
Use the Service to send unsolicited communications (spam)
Violate any applicable local, state, national, or international law or regulation

We reserve the right to investigate and take appropriate action against any violation of this section, including immediate suspension or termination of your Account.

12. API Terms

If your Subscription includes API access, the following additional terms apply:

API rate limits are published and enforced. Excessive or abusive API usage may result in throttling or suspension.
API keys are confidential. You are responsible for securing your API keys and must not share them publicly.
We may revoke API access at any time for abuse, security concerns, or violation of these Terms.
The API is provided "as is" and may be modified, deprecated, or discontinued with reasonable notice.
You must not use the API to build a competing service.

13. Third-Party Integrations

The Service integrates with Third-Party Services to provide additional functionality. By enabling any integration, you authorize us to share relevant data with the applicable Third-Party Service as described in our Privacy Policy. Current Third-Party Services include:

Stripe: Payment processing and subscription billing
Plaid: Bank account linking and transaction synchronization
Slack: Workspace notifications and alerts
Anthropic (Claude): AI-powered accounting features
Cloudflare: Infrastructure, DNS, DDoS protection, and file storage
Google and Microsoft: Single sign-on (SSO) authentication

Each Third-Party Service is governed by its own terms of service and privacy policy. You are responsible for reviewing and accepting those terms independently. We are not responsible for the availability, accuracy, security, or practices of any Third-Party Service. We shall not be liable for any loss, damage, or disruption caused by a Third-Party Service's outage, data breach, or change in terms.

14. AI Features Disclaimer

The Service may include optional AI-powered features, such as transaction categorization, natural-language summaries, and reconciliation suggestions. These features are provided for convenience only. AI-generated outputs are suggestions and may contain errors, inaccuracies, or omissions. You must independently verify all AI-generated outputs before relying on them. We make no warranty regarding the accuracy, completeness, or fitness of any AI-generated content. By using AI features, you acknowledge that portions of your Financial Data may be processed by third-party AI providers subject to their own usage policies.

15. Financial Software Disclaimer

EKUE IS A BOOKKEEPING AND ACCOUNTING TOOL ONLY. THE SERVICE DOES NOT CONSTITUTE AND SHALL NOT BE CONSTRUED AS FINANCIAL ADVICE, TAX ADVICE, INVESTMENT ADVICE, LEGAL ADVICE, OR ANY OTHER FORM OF PROFESSIONAL ADVICE.

You are solely responsible for the accuracy of your financial records, tax filings, and regulatory compliance. Ekue is not a substitute for a certified public accountant (CPA), tax professional, financial advisor, or attorney. You should consult qualified professionals for financial, tax, and legal matters. We are not responsible for errors in your financial reporting, tax filings, or business decisions made based on data in the Service.

16. Service Availability

We use commercially reasonable efforts to maintain the availability of the Service. However, we do not guarantee uninterrupted, error-free, or secure access. We may perform scheduled maintenance with advance notice when possible. We shall not be liable for service interruptions caused by factors beyond our reasonable control, including but not limited to: internet connectivity issues, Third-Party Service outages, hosting provider failures, or Force Majeure events.

17. Disclaimer of Warranties

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SOLUTION DESK LLC EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO:

IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT
ANY WARRANTY THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE
ANY WARRANTY REGARDING THE ACCURACY, RELIABILITY, OR COMPLETENESS OF ANY DATA OR CONTENT
ANY WARRANTY THAT DEFECTS WILL BE CORRECTED
ANY WARRANTY THAT THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS

No advice or information, whether oral or written, obtained from us or through the Service shall create any warranty not expressly stated in these Terms.

18. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

(A) IN NO EVENT SHALL THE SOLUTION DESK LLC, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO: LOSS OF PROFITS, LOSS OF DATA, LOSS OF BUSINESS, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COST OF PROCUREMENT OF SUBSTITUTE SERVICES, OR ANY OTHER INTANGIBLE LOSSES, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE SERVICE, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

(B) OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE TOTAL AMOUNT YOU PAID TO US IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. IF YOU HAVE NOT PAID ANY FEES, OUR MAXIMUM LIABILITY SHALL BE FIFTY DOLLARS ($50.00 USD).

Some jurisdictions do not allow the exclusion or limitation of certain damages. In such jurisdictions, the limitations above shall apply to the fullest extent permitted by law.

19. Indemnification

You agree to indemnify, defend, and hold harmless The Solution Desk LLC, its officers, directors, employees, agents, affiliates, and licensors from and against any and all claims, demands, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

Your use of the Service or any activity under your Account
Your User Data or any content you submit through the Service
Your violation of these Terms or any applicable law or regulation
Your violation of any third-party rights, including intellectual property rights
Errors in your financial reporting, tax filings, or regulatory submissions based on data in the Service
Your use of Third-Party Services through the Service
Any actions by your Authorized Users

20. Force Majeure

Neither party shall be liable for any delay or failure to perform its obligations under these Terms (other than payment obligations) if such delay or failure results from circumstances beyond the party's reasonable control, including but not limited to: acts of God, natural disasters, earthquakes, floods, hurricanes, fire, epidemics, pandemics, war, terrorism, civil unrest, government actions or orders, embargoes, sanctions, power outages, telecommunications failures, internet disruptions, cyberattacks, denial-of-service attacks, third-party service provider failures, or labor disputes.

21. Mandatory Binding Arbitration

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.

You and The Solution Desk LLC agree that any dispute, claim, or controversy arising out of or relating to these Terms or the Service ("Dispute") shall be resolved exclusively through final and binding individual arbitration, rather than in court, except that either party may bring individual actions in small claims court if the claims qualify.

Arbitration shall be administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules. The arbitration shall be conducted in Alameda County, California, or at a mutually agreed-upon location. Each party shall bear its own costs and attorneys' fees, unless the arbitrator determines otherwise. The arbitrator's decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

22. Class Action Waiver

YOU AND THE SOLUTION DESK LLC AGREE THAT EACH PARTY MAY BRING DISPUTES AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. You expressly waive any right to participate in a class action lawsuit, class-wide arbitration, or any other representative proceeding. If this class action waiver is found to be unenforceable, then the entirety of the arbitration provision shall be null and void (but the remainder of these Terms shall remain in effect).

23. Dispute Resolution Process

Before initiating arbitration, you agree to first attempt to resolve any Dispute informally by sending written notice to support@ekue.com describing the Dispute and your proposed resolution. We will attempt to resolve the Dispute informally within thirty (30) days. If the Dispute is not resolved within this period, either party may proceed to arbitration. Any claim must be brought within one (1) year after the cause of action accrues, or it shall be permanently barred.

24. Termination

By us: We may suspend your access immediately and without prior notice if we reasonably believe you have violated these Terms, engaged in fraudulent activity, or posed a security threat. We may terminate your Account for any reason with thirty (30) days' written notice.

By you: You may cancel your Subscription and close your Account at any time through your account settings or by contacting support@ekue.com.

Effect of termination: Upon termination, your right to use the Service ceases immediately (or at the end of the current billing period for cancellations). You will have ninety (90) days to export your data. After this period, your data will be permanently deleted. Any outstanding fees remain due and payable. Sections that by their nature should survive termination shall survive, including but not limited to: Sections 8, 9, 17, 18, 19, 21, 22, and 26.

25. Modifications to Terms

We reserve the right to modify these Terms at any time. For material changes, we will provide at least thirty (30) days' advance notice via email to the address associated with your Account. Non-material changes (such as clarifications or formatting) may take effect immediately. Your continued use of the Service after the effective date of any modification constitutes acceptance of the modified Terms. If you do not agree to the modified Terms, you must stop using the Service and close your Account before the effective date.

26. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of California, United States of America, without regard to its conflict of law provisions. Subject to the arbitration provisions above, any legal action that is not subject to arbitration shall be brought exclusively in the state or federal courts located in Alameda County, California, and you consent to the personal jurisdiction of such courts.

27. Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court or arbitrator of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it enforceable, or if modification is not possible, it shall be severed from these Terms. The remaining provisions shall continue in full force and effect.

28. Entire Agreement

These Terms, together with our Privacy Policy and any additional terms applicable to specific features or add-ons, constitute the entire agreement between you and The Solution Desk LLC regarding the Service. These Terms supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral.

29. No Waiver

Our failure to enforce any right or provision of these Terms shall not constitute a waiver of that right or provision. Any waiver of any provision shall be effective only if in writing and signed by The Solution Desk LLC.

30. Assignment

You may not assign or transfer your rights or obligations under these Terms without our prior written consent. We may assign these Terms, in whole or in part, without restriction, including in connection with a merger, acquisition, reorganization, or sale of all or substantially all of our assets. Any purported assignment in violation of this section shall be void.

31. Contact

If you have any questions about these Terms, please contact us at:

The Solution Desk LLC
39116 Fremont Hub, Fremont, CA 94538
(408) 408-6842
support@ekue.com