Terms of Service

Please read these Terms of Service ("Terms", "TOS", or "Agreement") carefully before using the Spire Ledgers platform. These Terms constitute a legally binding agreement between you and Just Cause Insurance Services, LLC.

1. Acceptance of Terms

These Terms of Service ("Terms") govern your access to and use of the Spire Ledgers platform, website, applications, and services (collectively, the "Service"), operated by Just Cause Insurance Services, LLC, a Texas limited liability company doing business as Camber ("Company", "we", "us", or "our").

By creating an account, accessing, or using the Service in any manner, you ("User", "you", or "your") acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy, which is incorporated herein by reference. 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 eighteen (18) years of age and have the legal capacity to enter into this Agreement. If you are accessing or using the Service on behalf of a business, organization, or other entity, you represent and warrant that you have the authority to bind that entity to these Terms, and "you" and "your" shall refer to both you individually and that entity.

2. Service Description

Spire Ledgers is a cloud-based accounting, bookkeeping, and financial management software-as-a-service ("SaaS") platform. The Service may include, but is not limited to, the following features and functionality:

• General ledger, chart of accounts, and double-entry bookkeeping
• Accounts receivable and accounts payable management
• Invoicing, billing, and collections
• Payroll calculation and reporting (not payroll tax filing or direct deposit)
• Financial reporting, budgeting, and forecasting
• Expense tracking and categorization
• Bank feed integration and reconciliation
• Inventory and asset management
• Point-of-sale (POS) and register functionality
• Fund accounting for government, nonprofit, and educational entities
• Multi-currency support
• API access for third-party integrations

We reserve the right to modify, suspend, or discontinue any feature or functionality of the Service at any time, with or without notice, provided that material changes shall be communicated in accordance with Section 14 of these Terms.

3. Account Registration and Security

3.1 Registration Requirements

To access and use the Service, you must create an account by providing accurate, current, and complete information as prompted during the registration process. You agree to promptly update your account information to keep it accurate, current, and complete.

3.2 Account Credentials

You are solely responsible for maintaining the confidentiality and security of your account credentials, including your password. You agree to immediately notify us at support@spireledgers.com of any unauthorized use of your account or any other breach of security. You are responsible for all activities that occur under your account, whether or not authorized by you.

3.3 One Account Per Person

Each account is intended for use by a single individual. You may not share your account credentials with any other person or allow multiple individuals to use a single account. Organizations requiring multiple user accounts must provision separate accounts for each individual user through the Service's team management features.

3.4 Account Accuracy

You agree not to create an account using false or misleading information, or on behalf of another person without their authorization. We reserve the right to suspend or terminate any account that we reasonably believe contains inaccurate or fraudulent information.

4. Subscription, Billing, and Payment

4.1 Subscription Plans

The Service is offered on a subscription basis at various tiers (e.g., Starter, Standard, Premium, Enterprise), each with different features and pricing as described on our website. You agree to pay all fees associated with the subscription plan you select.

4.2 Free Trial

A valid credit card is required to start the free trial; your card will not be charged during the trial period. During the trial, you will have access to the Service at the selected subscription tier. At the end of the trial period, your subscription will automatically convert to a paid subscription unless you cancel before the trial period ends. You will be charged for the next billing cycle at the applicable rate unless you cancel before the trial expires.

Trial-Fraud Prevention: To ensure fair access to free trials, we store an opaque card fingerprint (a one-way hash generated by Stripe) at signup. We do not store, process, or transmit your card number, CVV, or expiration date. The fingerprint is used solely to detect when the same physical card is used to open multiple free-trial accounts; if a card has already been used to start a Spire Ledgers trial, that card cannot be used to start a second trial under a different account. This practice is consistent with PCI DSS SAQ-A and is described in our Privacy Policy.

4.3 Recurring Billing and Auto-Renewal

IMPORTANT — AUTOMATIC RENEWAL NOTICE: Your subscription will automatically renew at the end of each billing cycle (monthly or annually, as selected) at the then-current subscription rate, unless you cancel before the renewal date. You authorize us to charge the payment method on file for each renewal period. This constitutes your express consent to automatic renewal in accordance with California Business & Professions Code Section 17602 (SB 313), Illinois 815 ILCS 601 (Automatic Contract Renewal Act), New York General Business Law Section 527-a, and all other applicable state and federal automatic renewal laws.

You may cancel your subscription at any time through your account settings or by contacting support@spireledgers.com. Cancellation will take effect at the end of the current billing cycle. You will not receive a refund for the remaining portion of your current billing period.

4.4 Price Changes

We reserve the right to change our subscription pricing at any time. We will provide at least thirty (30) days' prior written notice of any price increase via email to the address associated with your account. Your continued use of the Service after the price change takes effect constitutes your acceptance of the new pricing. If you do not agree to the price change, you must cancel your subscription before the change takes effect.

4.5 Refund Policy

All fees are non-refundable except as expressly set forth in these Terms or as required by applicable law. No refunds or credits will be issued for partial months or partial billing periods of service, for downgrade refunds, or for unused time during an active subscription period.

4.6 Taxes

All fees are exclusive of applicable taxes, levies, or duties imposed by taxing authorities. You are responsible for paying all such taxes, levies, or duties, excluding taxes based on our net income.

4.7 Late Payment

If we are unable to process payment using the payment method on file, we may suspend or restrict access to your account until payment is received. We reserve the right to charge a late fee of 1.5% per month (or the maximum rate permitted by law, whichever is less) on any outstanding balance not paid within thirty (30) days of the due date.

4.9 Beta and Lifetime-Access Accounts

From time to time, the Company invites selected Customers to use the Service on a lifetime, no-fee basis (a "Beta" or "Lifetime" account). Beta and Lifetime accounts are issued at the Company's sole discretion as a courtesy, are not a contractual entitlement, and convey no proprietary or vested right in continued free access. Beta Customers are expected to make good-faith use of the Service for their actual bookkeeping needs and to provide reasonable feedback on bugs, missing features, and product quality during the beta period.

Revocation without notice. The Company may suspend, revoke, downgrade, or terminate a Beta or Lifetime account at any time, with or without cause and with or without prior notice. Upon revocation, the Customer's continued use of the Service will require enrollment in a paid subscription tier at then-current rates; failure to enroll within thirty (30) days of revocation may result in account suspension and, eventually, deletion of customer data subject to the retention schedule in Section 7. The Company will use reasonable efforts to give advance notice when practical, but acknowledges no obligation to do so.

Beta and Lifetime accounts cover only the base subscription. Paid add-ons (including without limitation Payroll filing, Stripe Terminal hardware and processing, premium support, and certain certification or audit-related modules) remain billable at standard rates and require a valid payment method on file at the time the add-on is enabled.

4.8 Easy Cancellation Mechanism

In compliance with California Business & Professions Code §17602(b), Illinois 815 ILCS 601/15, New York General Business Law §527-a(3), and equivalent automatic-renewal statutes, Spire Ledgers provides a simple, cost-effective, and timely mechanism to cancel any subscription. You may cancel at any time without contacting support by:

• Visiting Settings → Billing → Manage Subscription, which opens the Stripe Billing Portal where you can cancel with a single click;
• Emailing support@spireledgers.com from the address on file with the word "cancel" in the subject line, in which case we will process the cancellation within one (1) business day; or
• Sending written notice to our mailing address listed in Section 13 (Contact).

Cancellation takes effect at the end of the then-current billing cycle, after which the auto-renewal charge will not occur. You may continue to use the Service through the end of the period you have already paid for. No refund is owed for the unused portion of the current period except where required by applicable consumer-protection law.

5. Acceptable Use Policy

You agree not to use the Service to:

• Violate any applicable local, state, national, or international law, regulation, or ordinance
• Engage in any activity that is fraudulent, deceptive, misleading, or constitutes money laundering
• Upload, transmit, or distribute any malware, viruses, trojans, worms, or other malicious or harmful code
• Attempt to gain unauthorized access to the Service, other users' accounts, or any related systems, networks, or databases
• Circumvent, disable, or otherwise interfere with any security features or access controls of the Service
• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or underlying algorithms of the Service
• Resell, sublicense, lease, lend, or otherwise redistribute access to the Service to any third party without our prior written consent
• Use any automated means, including bots, scrapers, spiders, crawlers, or similar tools, to access, scrape, or collect data from the Service, except through our published APIs used in compliance with our API documentation
• Interfere with or disrupt the integrity or performance of the Service or the servers or networks connected to the Service
• Impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity
• Store or transmit any content that infringes on the intellectual property rights of any third party
• Use the Service to process financial data for illegal businesses or activities
• Exceed any rate limits or usage quotas established for your subscription tier

We reserve the right to investigate and take appropriate action against any violation of this Section, including without limitation suspending or terminating your account and reporting conduct to law enforcement authorities.

6. User Data and Privacy

6.1 Privacy Policy

Our collection, use, and disclosure of your personal information is governed by our Privacy Policy, which is incorporated into these Terms by reference. By using the Service, you consent to the collection and use of your information as described in our Privacy Policy.

6.2 Ownership of User Data

You retain all right, title, and interest in and to the data, content, and information you submit, upload, or transmit through the Service ("User Data"). We do not claim any ownership rights in your User Data. You grant us a limited, non-exclusive, worldwide, royalty-free license to use, process, store, and transmit your User Data solely for the purpose of providing, maintaining, and improving the Service.

6.3 Data Processing

With respect to User Data that constitutes personal information, we act as a service provider (as defined under the California Consumer Privacy Act) or processor (as defined under applicable data protection laws). We process User Data solely on your behalf and in accordance with your instructions as embodied in these Terms and your use of the Service.

6.4 Data Export

You may export your User Data from the Service at any time during your active subscription through the Service's data export features. We support export in standard formats including CSV, PDF, and other commonly used accounting data formats.

6.5 Data Retention After Cancellation

Spire Ledgers retains User Data after cancellation or termination on a tiered basis, distinguishing between soft-deleted (recycle-bin) records and records subject to mandatory financial retention. (a) Soft-Deleted Records. User Data placed in the recycle bin (soft-deleted) that is NOT classified as a financial record under applicable retention rules will be permanently deleted ninety (90) days after soft-deletion. Backup copies may persist for an additional thirty (30) days in our routine backup cycle before being permanently destroyed. (b) Financial Records. User Data classified as financial records — including but not limited to journal entries, invoices, bills, payments, bank reconciliations, payroll records, tax filings, and supporting documentation — shall be retained for the longer of: (i) seven (7) years from the close of the fiscal year to which the record relates; or (ii) the period required by IRS §6501 (including the six-year extended period for >25% income omission and the indefinite period for fraud), the Sarbanes-Oxley Act §§302/404, the Family Educational Rights and Privacy Act (FERPA, for K-12 Customers), the Health Insurance Portability and Accountability Act (HIPAA, for healthcare Customers), applicable state-specific retention statutes, or any other applicable law. (c) Data Export. Customer may request export of all User Data, including financial records under retention, at any time during the retention period via the Service's data export features or by contacting privacy@spireledgers.com. (d) Right to Deletion. Customer may request deletion of non-retention-protected data pursuant to GDPR Article 17 (Right to Erasure), CCPA §1798.105 (Right to Delete), and the Mexican Ley Federal de Protección de Datos Personales en Posesión de los Particulares (LFPDPPP). Spire Ledgers shall delete such data within thirty (30) days of a verified request, except for records that Spire is legally required to retain under subsection (b) or any other applicable retention obligation, in which case Spire will delete the residual data promptly upon expiry of the applicable retention period.

7. Financial Data Disclaimer

THIS SECTION CONTAINS IMPORTANT DISCLAIMERS REGARDING THE NATURE OF THE SERVICE. PLEASE READ IT CAREFULLY.

7.1 Not Professional Financial Advice

The Service is a software tool designed to assist you in managing your financial records. The Service does not constitute, and shall not be construed as, accounting advice, financial advice, tax advice, legal advice, or any other form of professional advice. The Company is not a Certified Public Accountant (CPA), enrolled agent, licensed financial advisor, or registered tax preparer, and does not hold any professional licenses or certifications related to accounting, tax preparation, or financial advisory services.

7.2 No Fiduciary Relationship

Your use of the Service does not create a fiduciary relationship, agency relationship, advisory relationship, or professional-client relationship between you and the Company. We do not owe you any fiduciary duties by virtue of providing the Service.

7.3 User Responsibility for Financial Records

You are solely responsible for the accuracy, completeness, and legality of all financial data, records, transactions, and information you enter into, generate from, or rely upon through the Service. You acknowledge that the quality of the Service's output depends entirely on the quality and accuracy of the data you input.

7.4 Tax Calculations and Filing

While the Service may provide payroll calculations, tax estimates, and other financial computations, these calculations are provided for informational and estimation purposes only and are not guaranteed to be accurate, complete, or current. The Company is not responsible for any errors, omissions, or inaccuracies in tax calculations, payroll computations, or any other financial calculations generated by the Service. The Service does not file tax returns, remit payroll taxes, or submit any filings to any governmental agency on your behalf unless a specific licensed module has been explicitly enabled for your account.

7.5 Consult Qualified Professionals

You should consult with qualified accounting, tax, legal, and financial professionals regarding your specific financial situation and obligations. You should not rely solely on the Service for compliance with any tax, regulatory, or legal requirements. The Company expressly disclaims any liability for your reliance on the Service for tax, accounting, or financial decisions without independent professional verification.

8. Limitation of Liability

8.1 Aggregate Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY'S TOTAL AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE SERVICE SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES ACTUALLY PAID BY YOU TO THE COMPANY DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR ONE HUNDRED DOLLARS ($100.00), WHICHEVER IS GREATER.

8.2 Exclusion of Consequential Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY, ITS OFFICERS, DIRECTORS, MEMBERS, MANAGERS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, REVENUE, GOODWILL, DATA, BUSINESS OPPORTUNITIES, OR OTHER INTANGIBLE LOSSES, REGARDLESS OF THE THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE), EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8.3 Data Loss

The Company shall not be liable for any loss of data beyond the implementation of commercially reasonable backup and recovery measures. While we employ industry-standard practices to protect your data, you acknowledge that no system is infallible and you should maintain your own independent backups of critical financial data.

8.4 Force Majeure

The Company shall not be liable for any failure or delay in performing its obligations under these Terms to the extent that such failure or delay results from circumstances beyond its reasonable control, including without limitation acts of God, natural disasters, epidemics, pandemics, war, terrorism, riots, government actions, power failures, internet or telecommunications failures, or cyberattacks.

8b. Pricing Commitment (CPI Cap)

Spire Ledgers shall not increase any subscription tier rate by more than the U.S. Consumer Price Index for All Urban Consumers (CPI-U, BLS series CUUR0000SA0; https://www.bls.gov/cpi/) percentage change for the prior calendar year, plus 2 percentage points (the "CPI Cap"), in any twelve-month period. Spire Ledgers shall provide Customer no less than thirty (30) days' written notice prior to any rate increase, including the CPI-U figure, the calculation, and the new effective rate. For Customers on multi-year price-lock terms, no rate increase will occur during the term. The CPI Cap applies to all subscription tiers, including the K-12 District tier. New tiers introduced after Customer's signup are subject to the CPI Cap from their published launch price. Renaming, restructuring, or unbundling existing tiers in a manner that would otherwise circumvent this Section 8b is prohibited. If the CPI-U is unavailable, withdrawn, or materially changed in methodology, an equivalent successor index published by the U.S. BLS (or its successor agency) shall be substituted by Spire Ledgers acting in good faith and applied no less favorably to the Customer than the original CPI-U methodology would have been. For Customers residing in the United Mexican States, this commitment constitutes a binding contractual obligation enforceable before PROFECO under la Ley Federal de Protección al Consumidor (LFPC).

8c. Unlimited Transactions and No Data Lock-In

Spire Ledgers shall not throttle, rate-limit, surcharge, or per-transaction meter the bookkeeping activity of any paying Customer. There is no annual transaction cap on any subscription tier, including the Starter tier. Customer may post an unlimited number of journal entries, invoices, bills, payments, and other transactions in any twelve-month period without additional fees. Spire Ledgers further commits that Customer may, at any time, export a complete and unrestricted copy of Customer's data through the in-product Data Export function (Admin → Data Export) or by written request to support@spireledgers.com. The export shall include every transaction, contact, attachment, audit-log entry, and configuration record the Customer's organization has produced, in machine-readable JSON and CSV formats, at no charge. Spire Ledgers shall not encrypt, obfuscate, or otherwise restrict the exported data and shall not impose any termination or off-boarding fee.

9. Indemnification

You agree to indemnify, defend, and hold harmless the Company and its officers, directors, members, managers, employees, agents, suppliers, and licensors (collectively, the "Indemnified Parties") from and against any and all claims, demands, actions, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees and court costs) arising out of or relating to:

• Your use or misuse of the Service
• Your violation of these Terms
• Your violation of any applicable law, rule, or regulation
• Your User Data or the accuracy or legality thereof
• Any financial decisions, tax filings, or business actions you take based on information generated by or obtained through the Service
• Your infringement or misappropriation of any third party's intellectual property or other rights
• Any dispute between you and any third party, including your customers, vendors, employees, or tax authorities

This indemnification obligation shall survive the termination or expiration of these Terms and your use of the Service.

10. Intellectual Property

10.1 Company Ownership

The Service, including all software, code, algorithms, designs, interfaces, text, graphics, logos, trademarks, trade names, service marks, documentation, and all other materials and content comprising the Service (collectively, "Company IP"), are and shall remain the exclusive property of the Company and its licensors. All rights not expressly granted to you in these Terms are reserved by the Company.

10.2 Limited License

Subject to your compliance with these Terms and payment of all applicable fees, the Company grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service solely for your internal business purposes during the term of your subscription. This license does not include the right to modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any Company IP.

10.3 Feedback

If you provide any suggestions, ideas, feedback, or recommendations to us regarding the Service ("Feedback"), you hereby assign to the Company all right, title, and interest in and to such Feedback, and acknowledge that the Company may use, implement, and commercialize such Feedback without restriction, attribution, or compensation to you.

11. Termination

11.1 Termination by You

You may terminate your account at any time by canceling your subscription through your account settings or by contacting support@spireledgers.com. Termination will take effect at the end of your current billing period. You will not receive a refund for any unused portion of your current billing period.

11.2 Termination by the Company

We reserve the right to suspend or terminate your account and access to the Service, at our sole discretion, at any time and for any reason, including without limitation if we reasonably believe that:

• You have violated these Terms or any applicable law or regulation
• Your use of the Service poses a security risk to the Service or any third party
• Your use of the Service may subject us or any third party to liability
• Your account has been inactive for an extended period
• You have failed to pay any amounts due

Where practicable, we will provide reasonable notice before suspending or terminating your account, except in cases of violations that require immediate action to protect the Service, our users, or third parties.

11.3 Effect of Termination

Upon termination of your account, your right to access and use the Service will immediately cease. Subject to Section 6.5, we will retain your User Data for ninety (90) days following termination. All provisions of these Terms that by their nature should survive termination shall survive, including without limitation Sections 7 (Financial Data Disclaimer), 8 (Limitation of Liability), 9 (Indemnification), 10 (Intellectual Property), 12 (Dispute Resolution), and 15 (Governing Law).

12. Dispute Resolution

12.1 Informal Resolution

Before initiating any formal dispute resolution proceeding, you agree to first contact us at support@spireledgers.com and attempt to resolve any dispute informally for a period of at least thirty (30) days.

12.2 Binding Arbitration

If the parties cannot resolve a dispute informally, any dispute, controversy, or claim arising out of or relating to these Terms, or the breach, termination, or invalidity thereof, shall be settled by binding arbitration administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules then in effect. The arbitration shall be conducted by a single arbitrator selected in accordance with the AAA rules.

12.3 Venue

The arbitration shall take place in El Paso County, Texas, United States, unless the parties mutually agree to a different location. The arbitration may also be conducted by telephone, videoconference, or online, at the discretion of the arbitrator.

12.4 Class Action Waiver

YOU AND THE COMPANY AGREE THAT EACH PARTY 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, CONSOLIDATED, OR REPRESENTATIVE ACTION OR PROCEEDING. The arbitrator may not consolidate the claims of more than one party and may not otherwise preside over any form of a class, consolidated, or representative proceeding.

12.5 Small Claims Exception

Notwithstanding the foregoing, either party may bring an individual action in small claims court in El Paso County, Texas, for claims within the jurisdictional limits of the small claims court, provided the action is not transferred, removed, or appealed to a court of general jurisdiction.

12.6 Equitable Relief

Nothing in this Section shall prevent either party from seeking injunctive or other equitable relief from a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of intellectual property rights or confidential information.

13. Disclaimers

THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION:

• ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT
• ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE PRACTICE
• ANY WARRANTIES THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS
• ANY WARRANTIES REGARDING THE ACCURACY, RELIABILITY, TIMELINESS, OR COMPLETENESS OF THE SERVICE OR ANY CONTENT, DATA, OR INFORMATION PROVIDED THROUGH THE SERVICE
• ANY WARRANTIES THAT THE SERVICE WILL MEET YOUR SPECIFIC REQUIREMENTS OR EXPECTATIONS

While we target 99.9% uptime availability, this is a goal and not a guarantee. We do not warrant any specific level of service availability, performance, or response time. Scheduled maintenance windows and unforeseen outages may affect service availability.

14. Modifications to Terms

We reserve the right to modify these Terms at any time. When we make material changes to these Terms, we will provide at least thirty (30) days' prior notice by:

• Sending an email to the address associated with your account
• Posting a notice within the Service
• Updating the "Last Updated" date at the top of these Terms

Your continued use of the Service after the effective date of any modification constitutes your acceptance of the modified Terms. If you do not agree to the modified Terms, you must stop using the Service and cancel your subscription before the effective date of the changes.

15. Governing Law

These Terms and any dispute arising out of or relating to these Terms or the Service shall be governed by and construed in accordance with the laws of the State of Texas, United States, without giving effect to any principles of conflicts of law that would cause the application of the laws of any other jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to these Terms.

15-bis. Mexican Users

Spire Ledgers is operated by a United States entity and, under Section 15 (Governing Law) and Section 12 (Dispute Resolution), these Terms are governed by the laws of the State of Texas. Nevertheless, Customers who are residents of the United Mexican States retain at all times the non-waivable rights granted to them by the Ley Federal de Protección al Consumidor (Federal Consumer Protection Law, or "LFPC"), and may file complaints or consumer claims with the Procuraduría Federal del Consumidor (PROFECO). The class-action waiver in Section 12.4 shall be unenforceable to the extent prohibited by the mandatory provisions of Mexican consumer-protection law; in that event, the waiver shall be deemed modified to the minimum extent necessary so that the remainder of Section 12 retains full force and effect.

16. Severability

If any provision of these Terms is held by a court or arbitrator of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable, or if such modification is not possible, shall be severed from these Terms. The invalidity, illegality, or unenforceability of any provision shall not affect the validity, legality, or enforceability of any other provision of these Terms, all of which shall remain in full force and effect.

17. Entire Agreement

These Terms, together with the Privacy Policy and any other agreements or policies expressly incorporated by reference herein, constitute the entire agreement between you and the Company with respect to the subject matter hereof and supersede all prior or contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding such subject matter.

18. Waiver

The failure of the Company to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. Any waiver of any provision of these Terms will be effective only if in writing and signed by the Company.

19. Assignment

You may not assign or transfer these Terms, or any rights or obligations hereunder, without the prior written consent of the Company. The Company may assign or transfer these Terms, or any rights or obligations hereunder, at any time without restriction and without notice to you, including in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Subject to the foregoing, these Terms shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.

20. Electronic Communications

By creating an account, you consent to receive electronic communications from us, including emails related to your account, the Service, billing, and updates to these Terms. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

21. Contact Information

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