Draft - Pending Legal Review
Terms of Service
1. Acceptance of Terms
By accessing or using NannyLedger ("the Service"), operated by Asterium LLC, a Delaware limited liability company ("Asterium," "we," "us," or "our"), you agree to be bound by these Terms of Service ("Terms"). If you do not agree to these Terms, you may not use the Service. These Terms constitute a legally binding agreement between you and Asterium LLC (doing business as NannyLedger).
2. Service Description
NannyLedger provides cloud-based payroll processing services for household employers in all 50 United States and the District of Columbia. The Service includes wage calculation, tax withholding, direct deposit processing, tax document generation (W-2, Schedule H), and employee self-service features. Payment processing is facilitated through our integration with Stripe.
3. User Responsibilities
You are responsible for providing accurate and complete information for all payroll processing, including employee details, hours worked, and pay rates. You must comply with all applicable federal, state, and local employment and tax laws. You are responsible for maintaining the security of your account credentials and for all activity that occurs under your account. You must promptly notify us of any unauthorized access to your account.
4. Account Registration and Security
To use the Service, you must create an account with a valid email address and password. You must be at least 18 years old and have the legal authority to enter into these Terms. You agree to provide accurate registration information and to keep it current. We reserve the right to suspend or terminate accounts that contain inaccurate information or violate these Terms.
5. Payment Terms
NannyLedger is offered on a subscription basis at $29.99 per month for one employee, plus $10 per month for each additional active employee. Your selected payment method will be charged automatically each billing cycle. All payments are processed securely through Stripe. Subscription fees are non-refundable except where required by law. You may cancel your subscription at any time; access will continue until the end of the current billing period.
6. Intellectual Property
The Service, including its design, code, features, documentation, and content, is owned by Asterium LLC and protected by copyright, trademark, and other intellectual property laws. You are granted a limited, non-exclusive, non-transferable license to use the Service for its intended purpose during your subscription. You may not copy, modify, distribute, sell, or lease any part of the Service, nor may you reverse engineer or attempt to extract the source code.
7. Limitation of Liability and Warranty Disclaimer
To the maximum extent permitted by law, Asterium LLC (doing business as NannyLedger) and its officers, directors, employees, and agents shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, data, or business opportunities, arising out of or related to your use of the Service. Our total cumulative liability for any claims arising from or related to these Terms or the Service shall not exceed the total amount you paid to Asterium LLC in the twelve (12) months preceding the claim. THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. ASTERIUM LLC (DBA NANNYLEDGER) MAKES NO WARRANTY THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR THAT ANY DEFECTS WILL BE CORRECTED. NANNYLEDGER DOES NOT PROVIDE LEGAL, TAX, OR ACCOUNTING ADVICE. THE SERVICE FACILITATES PAYROLL PROCESSING BUT DOES NOT REPLACE PROFESSIONAL TAX, LEGAL, OR ACCOUNTING COUNSEL. YOU ARE SOLELY RESPONSIBLE FOR ENSURING COMPLIANCE WITH ALL APPLICABLE TAX AND EMPLOYMENT LAWS.
8. Indemnification
You agree to indemnify, defend, and hold harmless Asterium LLC (doing business as NannyLedger), its officers, directors, employees, agents, and affiliates from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your use of the Service; (b) your violation of these Terms; (c) your violation of any applicable law, rule, or regulation, including federal, state, and local tax and employment laws; (d) any inaccurate, incomplete, or misleading information you provide through the Service; or (e) any tax penalties, interest, or assessments resulting from errors in payroll data you submit. As the employer of record, you acknowledge and agree that you bear ultimate responsibility for all employment tax obligations, including the accuracy of withholdings, timely filing of tax returns, and payment of all applicable taxes.
9. Tax and Payroll Disclaimer
NannyLedger is a payroll processing tool and does not provide tax advice, legal advice, or accounting services. While the Service calculates withholdings and generates tax documents based on the information you provide, you are solely responsible for verifying the accuracy of all payroll calculations, tax withholdings, and filings. NannyLedger does not guarantee the accuracy of any tax calculation and is not liable for penalties, interest, or additional taxes resulting from errors in the information you provide or from reliance on the Service's calculations. You should consult with a qualified tax professional or accountant for advice specific to your situation. Pursuant to IRS Circular 230: Any tax-related information provided by the Service is not intended or written to be used, and cannot be used, for the purpose of (i) avoiding penalties under the Internal Revenue Code or (ii) promoting, marketing, or recommending to another party any transaction or matter addressed herein. The employer is the taxpayer of record and bears all responsibility for the correctness and timeliness of employment tax filings.
10. Termination
Either party may terminate this agreement at any time. You may cancel your subscription through the Billing page in your account dashboard. We may suspend or terminate your account if you violate these Terms, fail to pay subscription fees, or engage in conduct that is harmful to other users or the Service. Upon termination, your access to the Service will cease. Payroll records and tax documents will be retained for the legally required retention period (minimum 5 years) even after account termination, after which they will be securely deleted.
11. Governing Law
These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law provisions. Any legal action or proceeding arising under these Terms shall be brought exclusively in the federal or state courts located in Delaware.
12. Dispute Resolution
Before initiating any formal legal proceedings, you agree to first attempt to resolve any dispute informally by contacting us at support@nannyledger.com. If the dispute is not resolved within 30 days, either party may pursue binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration shall take place in Delaware. Each party shall bear its own costs. You agree that any dispute resolution proceedings will be conducted on an individual basis and not as a class action. Notwithstanding the foregoing, either party may bring an individual action in small claims court for disputes within the court's jurisdictional limits. Nothing in this arbitration provision shall prevent either party from seeking injunctive or other equitable relief in a court of competent jurisdiction.
13. Changes to Terms
We reserve the right to modify these Terms at any time. When we make material changes, we will provide notice by email or by posting a prominent notice on the Service at least 30 days before the changes take effect. Your continued use of the Service after the effective date of the revised Terms constitutes acceptance of the changes. If you do not agree to the updated Terms, you must stop using the Service and cancel your subscription.
14. Contact Us
If you have questions about these Terms of Service, please contact us at legal@nannyledger.com or through our Contact Support page. Asterium LLC (doing business as NannyLedger), Katy, TX 77450.
15. Severability
If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect. The invalid or unenforceable provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving the parties' original intent.
16. Entire Agreement
These Terms, together with the Privacy Policy, Data Retention Policy, and any other policies referenced herein, constitute the entire agreement between you and Asterium LLC regarding the use of the Service and supersede all prior or contemporaneous agreements, representations, warranties, and understandings, whether written, oral, or implied, relating to the subject matter hereof.
17. Force Majeure
Asterium LLC shall not be liable for any failure or delay in performing its obligations under these Terms where such failure or delay results from circumstances beyond its reasonable control, including but not limited to: acts of God, natural disasters, pandemics, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, power outages, internet or telecommunications failures, failures of third-party service providers (including but not limited to Stripe and Supabase), cyberattacks, or government actions. In such event, Asterium LLC's obligations shall be suspended for the duration of the force majeure event, and Asterium LLC shall use commercially reasonable efforts to resume performance as soon as practicable.
18. Assignment
You may not assign or transfer these Terms or any rights or obligations hereunder without the prior written consent of Asterium LLC. Asterium LLC may assign these Terms, in whole or in part, without restriction, 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 bind and inure to the benefit of the parties and their respective successors and permitted assigns.
19. Waiver
The failure of Asterium LLC to 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 shall be effective only if in writing and signed by an authorized representative of Asterium LLC. No waiver shall be deemed a continuing waiver or a waiver of any other provision.