This document is adapted from DocuLedger's existing Terms of Service (last updated July 1, 2025 on the legacy site). Substantive legal language has been preserved. High-priority review items include: supplemental documents referenced but not included (Privacy Notice, End User Conduct & Content Policy, Data Processing Addendum, Law Enforcement Data Request Guidelines); free-trial terms not explicitly addressed; AI/ML use of Customer Data in §4.2 needs clarification; no SLA/uptime commitments; DPA not included; confirm Colorado venue specifics; §9 (Indemnification) and §11 (Third Party Services) text not retrievable from the original and must be drafted by counsel.
§ 01Introduction
This Agreement sets out the general terms and conditions under which DocuLedger, LLC ("DocuLedger") agrees to provide, and Customer and End User agree to receive and use, the Services (including the Coherence platform and related offerings). By accessing or using the Services, Customer and End User acknowledge that they have read, understand, and agree to be bound by this Agreement, DocuLedger's Privacy Policy, End User Conduct & Content Policy, and any Supplemental Terms, which are hereby incorporated into and made a part of this Agreement.
Those who do not agree with the terms of this Agreement should not access or use the Services.
1.1 Authority
The individual agreeing to this Agreement represents to DocuLedger that they have the authority to bind Customer and any Affiliates to this Agreement.
1.2 End Users
To access or use the Services, an End User must sign up for an End User Account by registering for an account and providing their full legal name, a valid email address, and any other information required by DocuLedger to complete the registration process.
1.3 Relationship between Customer and End User
The administrator of Customer's Account can modify or re-assign roles of End Users and otherwise exercise the rights granted to the Customer pursuant to this Agreement. When utilizing the Services under a Customer Account, End Users may submit Customer Data in and to the Services, and Customer may provide DocuLedger with instructions on what to do with it.
§ 02Use and access to the Services
2.1 Accessing the Services
Access to the Services may be procured via an Order Form entered into by and between Customer and DocuLedger, or Customer may procure the Services (including purchasing additional End User subscriptions) through DocuLedger's websites and Customer Settings. Customer must purchase a subscription for each End User who accesses or uses the Services, subject to the terms of any applicable free trial.
Trial-specific language should be elaborated here — trial duration, data retention upon trial expiration without conversion, feature limitations during trial, etc.
2.2 Customer's responsibilities regarding End Users
Customer is responsible for the conduct of its End Users and for ensuring that End Users abide by the terms of this Agreement at all times in connection with their use of the Services. It is Customer's responsibility to:
- Inform End Users of any relevant DocuLedger policies, practices, and settings
- Give all notices to, and obtain any rights, permissions, or consents from its End Users
- Respond to and resolve any dispute between Customer and an End User
2.3 Login credentials
Security responsibility
Customer and End User are responsible for all login credentials, including usernames and passwords. DocuLedger shall not be liable for any damages or losses that may occur as a result of Customer's failure, or the failure of End Users, to maintain the confidentiality of their login credentials.
2.4 Acceptable use
In addition to complying with the other terms set forth in this Agreement, Customer and End User agree to use the Services in compliance with all applicable laws and regulations and comply with the terms of DocuLedger's End User Conduct and Content Policy.
2.5 Export compliance
Customer and End User may not remove or export from the United States, or allow the export or re-export of, the Services, Software, or anything related thereto, or any direct product thereof in violation of any restrictions, laws, or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority.
§ 03Confidentiality
3.1 Protection of confidential information
The Receiving Party agrees to protect the confidentiality of Confidential Information using at least the same degree of care and discretion as it uses with its own Confidential Information, but in no event less than a reasonable degree of care, and not to disclose to any third person any such Confidential Information without the express prior written consent of the Disclosing Party.
3.2 Compelled disclosure
The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent legally required in connection with any legal or regulatory proceeding, or, where DocuLedger is the Receiving Party, in accordance with DocuLedger's Law Enforcement Data Request Guidelines.
3.3 Equitable relief
The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party, the Disclosing Party may be entitled to appropriate equitable relief.
§ 04Data protection, usage & feedback
4.1 Data protection
DocuLedger shall implement and maintain technical, organizational, and physical measures designed to protect the confidentiality, integrity, and availability of Customer Data in DocuLedger's possession, custody, or control. The Parties agree to the terms of DocuLedger's Data Processing Addendum, which is incorporated into this Agreement.
4.2 Usage data
Notwithstanding anything to the contrary, DocuLedger shall have the right, where permitted by law, to collect, aggregate, and analyze anonymized or de-identified data and other information relating to Customer and End Users' use of the Services. DocuLedger will be free during and after the Subscription Term to use Usage Data to analyze, support, develop, operate, and improve the Services.
Consider clarifying AI/ML training use, if applicable. The existing Usage Data clause allows DocuLedger to "collect, aggregate and analyze anonymized or de-identified data." If Coherence uses customer data for model training or AI features, counsel should clarify those provisions given current regulatory and market expectations around AI data use.
4.3 Feedback
By submitting any feedback or suggestions regarding the Services, Customer grants to DocuLedger an unlimited, irrevocable, perpetual, sub-licensable, transferable, royalty-free license to use such feedback or suggestion(s) for any purpose and without any obligation or compensation to Customer, End User, or any other Customer Representative.
§ 05Fees
5.1 Calculation of subscription charges
Customer may purchase the Services either through DocuLedger's website or by executing an Order Form. Subscription Charges are billed in advance and are nonrefundable unless otherwise stated herein. If Customer's use of the Services exceeds the number of purchased End User Accounts, Customer shall be charged for such usage.
5.2 Payment and billing
Unless otherwise expressly set forth in this Agreement or an Order Form, all Subscription Charges are due in full upon commencement of the Subscription Term. A valid credit card is required to subscribe to the Services, and Customer authorizes DocuLedger to automatically charge Customer's selected payment method.
Payment terms
Full payment for invoices must be received by DocuLedger within thirty (30) days after the mailing date of the invoice. If Customer fails to pay its Fees within five (5) days of DocuLedger's notice that payment is delinquent, DocuLedger may suspend access to and use of the Services.
5.3 Taxes
Unless otherwise stated in an Order Form, DocuLedger's charges do not include any Taxes. Customer is responsible for paying Taxes assessed in connection with Customer's subscription to the Services except those assessable against DocuLedger as measured by its net income.
5.4 Billing disputes
If Customer believes that DocuLedger has billed Customer incorrectly, Customer must contact DocuLedger no later than thirty (30) days after the closing date on the first billing statement in which the error or problem appeared. Inquiries should be directed to [email protected].
§ 06Term and termination
6.1 Term
Subject to the termination provisions below, DocuLedger shall provide the Services to Customer for the initial Subscription Term, which shall then be automatically renewed and extended for the same duration as the previous Subscription Term. Either Party may request termination at least thirty (30) days prior to the end of the then-current Subscription Term.
6.2 Termination
Either DocuLedger or Customer may terminate this Agreement if the other Party fails to cure any material breach of this Agreement within thirty (30) days after written notice to the other Party.
6.3 Data export
DocuLedger will make all Customer Data available to Customer for electronic retrieval for thirty (30) days after termination. After such thirty (30) days, DocuLedger shall delete Customer Data in accordance with its data deletion policy.
6.4 Suspension and other remedial action
DocuLedger reserves the right to take remedial action it deems necessary without liability to DocuLedger, including the immediate suspension or termination of a Customer Account or an End User Account, upon notice to Customer should Customer or an End User fail to abide by DocuLedger's policies.
§ 07Intellectual property rights
7.1 Of DocuLedger
The Services are made available on a limited access basis, and no ownership right is conveyed to Customers or End Users. DocuLedger owns and retains all intellectual property rights in and to the Services (excluding only the Customer Data) and all trademarks, logos, and service marks utilized by DocuLedger.
7.2 Of Customer
As between Customer and DocuLedger, Customer shall own all intellectual property rights in and to the Customer Data. Customer grants to DocuLedger a worldwide, non-sublicensable, non-transferable, non-exclusive, limited license to access, use, copy, reproduce, Process, adapt, distribute, publish, transmit, export, and display the Customer Data as reasonably necessary to provide, maintain, and update the Services.
§ 08Warranty and disclaimer
8.1 DocuLedger warranties
DocuLedger warrants that during an applicable Subscription Term, the Services will perform materially in accordance with the Documentation. DocuLedger's sole liability for any breach of this warranty will be, at no charge to Customer, for DocuLedger to use commercially reasonable efforts to correct the reported non-conformity.
8.2 Customer warranties
Customer warrants that it is entitled to transfer the Customer Data to DocuLedger so that DocuLedger and its authorized third-party service providers may lawfully use, Process, and transfer the Customer Data in accordance with this Agreement on Customer's behalf.
8.3 Disclaimer
Except as expressly provided for herein, and to the fullest extent permitted by law, the Services and all related components and information are provided on an "as is" and "as available" basis without any warranties of any kind.
§ 09Indemnification
Section present in the table of contents of the original document but the detailed text was not retrievable. Counsel should draft or confirm standard mutual indemnification language.
This section will be drafted by counsel prior to publication.
§ 10Limitation of liability
10.1 Exclusion of damages
Under no circumstances and under no legal theory shall either party to this Agreement, or their respective affiliates, officers, directors, employees, agents, service providers, suppliers, or licensors, be liable to the other party for any lost profits, lost sales or business, lost data, business interruption, loss of goodwill, costs of cover or replacement, or for any other type of indirect, incidental, special, exemplary, consequential, or punitive loss or damages.
10.2 Limitation of liability
Liability cap
DocuLedger's aggregate liability to Customer, its Affiliates, or any third party arising out of this Agreement, the Services, or Professional Services shall in no event exceed the Subscription Charges and/or Professional Services Fees paid by Customer during the twelve (12) months prior to the first event or occurrence giving rise to such liability.
§ 11Use of third-party services
Section referenced in the table of contents of the original but full text was not retrievable from the source page. Counsel should draft or confirm appropriate third-party services language.
This section will be drafted by counsel prior to publication.
§ 12Miscellaneous
12.1 Governing law; venue
This Agreement and any disputes arising under it will be governed by the laws of the State of Colorado without regard to its conflict of laws provisions, and DocuLedger, Customer, and End User consent to the personal jurisdiction and venue of the state or federal courts located in Larimer County, Colorado.
Confirm the appropriate Colorado venue — Larimer County (where Fort Collins is located) is a reasonable default but counsel may prefer Denver (2nd Judicial District / federal District of Colorado) for practical or strategic reasons.
12.2 Arbitration
Any dispute arising out of or in any way relating to this Agreement shall be resolved according to Colorado law and exclusively by binding arbitration before a single arbitrator with the Judicial Arbitration and Mediation Service (JAMS).
Confirm JAMS is the preferred arbitration provider, or whether AAA or another provider is preferred. Also confirm seat of arbitration (location where arbitration physically occurs).
The Parties agree that the arbitration shall be conducted in their individual capacities only and not as a class action or other representative action, and the Parties expressly waive their right to file a class action or seek relief on a class basis.
12.3 Legal notices
Legal notices to DocuLedger shall be sent to:
DocuLedger, LLC
Attn: Legal Department
1001A E Harmony Rd, #179
Fort Collins, CO 80525
Email: [email protected]
12.4 Publicity; use of Customer's marks
DocuLedger shall have the right to use Customer's name and logo in a factual manner for marketing or promotional purposes on DocuLedger's website and in other communication with existing or potential DocuLedger customers.
12.5 Updating this Agreement
DocuLedger reserves the right to update or modify this Agreement from time to time as our business evolves by posting an updated version of this Agreement on our website. If DocuLedger believes that the modifications being made are material, DocuLedger will notify Customer and End User prior to the change taking effect.
§ 13Questions about these terms?
If you have any questions about these Terms of Service, please contact us:
Reach the DocuLedger team.
1001A E Harmony Rd, #179
Fort Collins, CO 80525