Terms of service

Accepting these terms

By creating an account, joining an organization, installing the desktop or mobile application, or otherwise using the service, you agree to these terms. If you do not agree, do not use the service.

If you accept these terms on behalf of a company, fund or other organization, you confirm that you are authorized to bind it, and "you" means both you and that organization.

You must be at least 18 years old to use the service. The service is intended for professional and personal financial research, and is not directed at children.

If your organization has signed a separate written agreement with us for the service, that agreement governs where it conflicts with these terms.

Your account

You need an account to use the terminal. You agree to give accurate registration details, to keep them current, and to keep your credentials confidential. You are responsible for everything that happens under your account.

Accounts are personal. Do not share an account, and do not let anyone else sign in as you. Where we sell access per person, every individual who uses the terminal needs their own account.

We verify your email address before your account becomes usable, and we limit each account to one active terminal session and one enrolled mobile installation at a time. Signing in on a new browser or desktop installation ends the previous terminal session. These are security and licensing controls, and we enforce them automatically.

Signing in to the terminal takes your password and an approval from a phone you have enrolled on your account, confirmed with that phone's own biometric hardware. There is no alternative route in. If you lose the enrolled phone, you will need one of the recovery codes we issue you, or help from an administrator, so keep those codes somewhere safe and offline.

Tell us at security@ledington.com as soon as you suspect anyone has used your account without your permission.

Organizations and administrators

The terminal is built around organizations. Most data, including shared layouts, saved screens, channels and messages, belongs to an organization rather than to an individual member.

If you join an organization created by your employer or another party, that organization controls your membership. Its administrators can:

• invite and remove members, and change what each member may do
• access, export, change and delete content created in the organization, including saved layouts, screens, watchlists and messages sent in its channels
• change the organization's settings and billing arrangements
• end your access to the organization at any time

Where an organization is the customer, that organization, not you, controls its data, and we will follow its instructions about that data. If you are an administrator, you confirm that you have the authority to act for the organization and to give us instructions on its behalf.

Your content

You keep every right you already have in the content you put into the service. That includes saved layouts, watchlists, saved screens, portfolios, notes, alert definitions, messages and anything else you or your organization submits.

You give us a worldwide, non-exclusive, royalty-free license to host, store, copy, transmit and display your content, and to make the technical changes needed to run the service. This license exists so that we can operate the service for you, and it ends when you delete the content or close your account, except for backups that expire on their normal schedule.

You are responsible for your content. You confirm that you have the rights you need to submit it and that it does not break the law or anyone else's rights.

We do not routinely monitor content, but we may review, remove or restrict content that breaks these terms, breaks the law, or puts the service or other customers at risk.

Our staff reach organization content only where it is needed to operate the service, to support you at your request, or to meet a legal obligation. The terminal keeps an audit record of administrative and support access, and our privacy policy explains how that record works.

Market data and other information

The terminal shows prices, filings, fundamentals, rates, positioning data, reference data, news headlines and other information. Some of it comes from public official sources, and some from commercial data vendors. The sources are listed on our sources and notices page.

All of it is licensed to you for your own internal use and analysis, and nothing more. Unless we agree otherwise in writing, you must not:

• redistribute, republish, resell, sublicense or otherwise make the data available to anyone outside your organization
• store or copy the data outside the service beyond what you need for your own internal analysis and record keeping
• use the data to build, train or improve a product, index, benchmark or model that you make available to others
• scrape the terminal, or extract data from it in bulk through automated means
• remove or obscure any attribution, source label or notice shown with the data

Some data carries extra conditions imposed by the exchange, agency or vendor that supplies it, including conditions about who may see it and whether it counts as professional or non-professional use. Those conditions apply to you as well. You agree to give us accurate information about your use when we need it to meet a vendor's requirements, and to tell us promptly if it changes.

Market data is not always current. Unless the terminal explicitly marks a value as real time, treat it as delayed, end-of-day or as-reported. Dates shown alongside a value describe the observation, not the moment it reached us. Demo and development modes use simulated data, which the terminal labels as such.

We do not create most of this information, and we cannot guarantee that it is accurate, complete or uninterrupted. Data providers may change, delay, correct, restate or withdraw what they publish, and we may have to change or remove a data set with little notice when a source or a license changes.

Not investment advice

Ledington is a research tool. We are not a broker-dealer, investment adviser, investment company, exchange, rating agency or financial institution, and we are not registered as any of those with any regulator.

Nothing in the service is investment, legal, tax or accounting advice, an offer or solicitation to buy or sell any security, or a recommendation about any security, strategy or account. Screens, alerts, charts, calculated fields and anything an assistant feature produces are tools for your own research, not conclusions you should act on.

Every investment decision you make is yours alone. You are responsible for your own due diligence, for your own compliance with the rules that apply to you and your firm, and for any losses that follow. Past performance says nothing about future results.

Acceptable use

When you use the service, you agree not to:

• break any law, regulation or market rule, including rules about market abuse, insider dealing and sanctions
• access the service other than through the interfaces and documented APIs we provide, or use credentials that are not yours
• probe, scan, overload or interfere with the service or the infrastructure behind it, or work around any rate limit, session limit or access control
• reverse engineer, decompile or disassemble any part of the service, except where the law says you may
• copy, frame, mirror or resell any part of the service
• upload malware, or anything unlawful, defamatory, harassing or infringing
• use chat, channels or notifications to send spam or unsolicited marketing
• misrepresent who you are, who you work for, or your professional status

Report a security vulnerability to security@ledington.com rather than exploiting it. We will not pursue good-faith research that follows that route.

Applications and updates

We grant you a limited, revocable, non-exclusive, non-transferable license to install and run the Ledington desktop and mobile applications on devices you control, solely to use the service under these terms.

The applications connect to our hosted service, so they need a current account and a network connection to be useful. They may update themselves automatically so that they stay compatible and secure.

If you install through an app store, that store's terms also apply to the installation, and the store is not responsible for the service or for these terms.

Plans, payment and taxes

We sell Ledington to organizations by the seat. Your order sets the plan, the price, the term, the billing cadence and how many seats your organization has bought. An individual customer is simply an organization with one seat.

Buying a seat and adding a member are separate steps. Someone gets terminal access only once an administrator assigns them a seat, so an owner can run billing without using one.

Fees are quoted and payable in US dollars, in advance of the term they cover, and are due within the period stated on the invoice. Where a term renews automatically, your order says so. There is no free tier and no grace period: when a term ends without a renewal, terminal access stops.

Fees already paid are not refundable except where the law requires it or where we state otherwise in writing. If a payment is overdue we may suspend access until it is settled.

We may change our prices. A change takes effect at the start of your next term, and we will give you at least 30 days' notice before it does. If you do not accept a change, do not renew.

Prices exclude taxes. You are responsible for any sales, use, VAT, GST or similar taxes, other than taxes on our income.

Where we offer a free trial, a waitlist place, a demo or a beta feature, we may change or withdraw it at any time. Beta features are provided as is, may be unstable, and are excluded from any service commitment.

Availability and changes

We work to keep the service available, but we do not promise that it will be uninterrupted or error free. Markets move faster than any software, and outages, latency and provider failures happen.

We may change, add or remove features. If a change materially reduces a core feature of a paid plan, we will give you reasonable notice. We may also carry out maintenance, and will try to schedule anything disruptive outside US market hours.

Our intellectual property

The service, including its software, design, interface, pixel artwork, function codes, documentation and the Ledington name and marks, belongs to us or our licensors. These terms give you a right to use the service, and transfer nothing else.

If you send us feedback, ideas or suggestions, we may use them freely and without obligation to you. We will not claim any right in your underlying content by doing so.

Suspension and termination

You can stop using the service at any time and ask us to close your account.

We may suspend or end your access if you break these terms, if your payment is overdue, if we are required to by law or by a data provider, or if your use puts the service, our providers or other customers at risk. Where it is reasonable and lawful to do so, we will warn you first and give you a chance to fix the problem.

When access ends, your right to use the service ends with it. We will keep your organization's content for a short, limited period so that it can be exported, and then delete it on our normal schedule. Terms that are meant to survive termination, including content licenses you have granted, payment obligations, disclaimers, liability limits, indemnities and governing law, survive it.

Disclaimers

The service and all data in it are provided "as is" and "as available", without warranty of any kind. To the fullest extent the law allows, we and our licensors and data providers disclaim all warranties, express or implied, including any implied warranty of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, timeliness or completeness.

We do not warrant that the service will meet your requirements, that it will be secure, available or error free, or that any data, calculation or result you obtain through it is accurate or suitable for any purpose. No advice or information you get from us creates a warranty that these terms do not state.

Our data providers are third-party beneficiaries of this section and of the limitation of liability below. They have no liability to you for the data they supply.

Limitation of liability

To the fullest extent the law allows, neither we nor our licensors or data providers are liable for any indirect, incidental, special, consequential, exemplary or punitive damages, or for any lost profits, lost trading or investment opportunity, trading losses, lost revenue, lost data, or business interruption, whether or not we were told such damages were possible.

Our total liability arising out of or relating to these terms or the service is limited to the greater of the amount you paid us for the service in the 12 months before the event giving rise to the claim, or 100 US dollars.

These limits apply to every theory of liability, including contract, tort and negligence, and they apply even if a limited remedy fails its essential purpose. Some jurisdictions do not allow certain exclusions, so parts of this section may not apply to you.

Indemnification

You agree to defend, indemnify and hold harmless Ledington, its members, officers, employees and data providers against any claim, loss, liability, cost and reasonable legal fee arising out of your content, your use of the service, your breach of these terms, or your breach of any law or third-party right, including any data license condition.

Governing law and disputes

These terms and any dispute arising out of them or the service are governed by the laws of the State of Texas, without regard to its conflict of laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Before filing anything, please contact us at legal@ledington.com and give us 30 days to resolve the dispute informally. If that does not work, you and we agree to the exclusive jurisdiction of the state and federal courts located in Travis County, Texas, and each of us consents to venue there.

To the extent the law allows, you and we each waive any right to a jury trial and agree that claims may be brought only individually, and not as a class or representative action. Any claim must be brought within one year after it arises, or it is permanently barred.

Changes to these terms

We may update these terms as the service and the law change. When we do, we will update the date at the top of this page.

If a change is material, we will give you reasonable notice before it takes effect, by email or in the terminal. Continuing to use the service after a change takes effect means you accept the updated terms. If you do not accept them, stop using the service and cancel your subscription.

General

These terms, together with our privacy policy and any order or written agreement we sign with you, are the entire agreement between us about the service, and replace anything said before.

You may not assign these terms without our written consent. We may assign them to an affiliate or in connection with a merger, acquisition or sale of assets. Nothing here creates a partnership, agency or employment relationship.

If any provision is found unenforceable, the rest stays in force and that provision is applied as closely as possible to its original intent. Our failure to enforce a provision is not a waiver of it.

Neither of us is liable for a failure to perform caused by something outside our reasonable control, other than an obligation to pay. You confirm that you are not located in a sanctioned country and are not on a restricted-party list, and you agree to comply with export control and sanctions laws.

We will send legal notices to the email address on your account. Send notices to us by email to the address below.

Contact

Questions about these terms go to legal@ledington.com. Privacy questions and data requests go to privacy@ledington.com, and are answered under our privacy policy. Security reports go to security@ledington.com.

Fusial LLC is the contracting party for the service.