McMurrySoftware

Ledger End User License Agreement

Effective date: July 29, 2026

This End User License Agreement ("Agreement") is a legal agreement between you and Robert McMurry, an individual doing business as McMurry Software in Tennessee ("Provider," "we," "us," or "our"), for The Ledger desktop accounting software, related installers, updates, documentation, license certificates, and supporting services (collectively, "Ledger" or the "Software").

By purchasing, installing, activating, accessing, or using Ledger, or by electronically indicating your acceptance, you agree to this Agreement. If you accept this Agreement for an organization, you represent that you have authority to bind that organization, and "you" includes that organization. If you do not agree, do not purchase, install, activate, access, or use Ledger.

1. Plain-English Summary

This section is only a summary. The full legal terms below control if there is any conflict.

  • Ledger is licensed, not sold.
  • Ledger is local-first desktop software. Your ledger files stay on your computers or storage locations unless you choose to move or share them.
  • We do not provide cloud backup, cloud ledger hosting, or cloud ledger storage.
  • A valid license unlocks write access. Without a valid write license, Ledger may still open ledger files in read-only mode.
  • You are responsible for your accounting data, backups, security, user access, and compliance decisions.
  • Ledger is not a substitute for professional accounting, tax, payroll, legal, audit, or compliance advice.
  • We do not guarantee that Ledger is suitable for every business, industry, accounting treatment, tax position, or regulatory environment.
  • To the maximum extent allowed by law, Ledger is provided "as is," with limited remedies and no liability for lost data, lost profits, business interruption, professional malpractice claims, tax penalties, compliance failures, or other indirect or consequential damages.

2. License Grant

Subject to your compliance with this Agreement and payment of applicable fees, Provider grants you a limited, non-exclusive, non-transferable, revocable license to install and use Ledger for your internal accounting, bookkeeping, reporting, and related business purposes.

This license does not transfer ownership of Ledger. Provider and its licensors retain all rights, title, and interest in and to Ledger, including all software, source code, object code, designs, workflows, documentation, trademarks, trade secrets, and other intellectual property.

3. License Types and Activations

Ledger may support different license types, including trial licenses and perpetual licenses.

A trial license permits write access only during the trial period stated in the license certificate or activation record. When a trial expires, Ledger may continue to open ledger files in read-only mode, but write access may be disabled until you obtain and activate a valid license.

A perpetual license permits use of the licensed version of Ledger for an indefinite term, subject to this Agreement. A perpetual license does not automatically include future major versions, separately licensed modules, hosted services, paid support, custom development, migration services, or professional services unless Provider expressly states otherwise in writing.

Each license may have an activation limit. Unless a different written agreement applies, a standard license is intended for use by one person and may allow activation on up to five workstations for that person's reasonable use, such as a primary workstation, laptop, or home computer. Provider may allow additional activations at its discretion. Provider may deny, suspend, or review activation activity that appears abusive, automated, resold, shared outside the licensed organization, or inconsistent with the intended license scope.

Provider may issue license certificates tied to a specific workstation or device fingerprint. A license certificate may not function if copied to another computer. You may not tamper with, forge, bypass, remove, disable, or circumvent Ledger's license checks, activation process, machine binding, read-only mode, update checks, or usage restrictions.

4. Product Versions, Modules, and Updates

Licenses may be limited to a product, product version, edition, module, feature set, or update channel. For example, a license may cover Ledger Desktop 2026 and updates to that version, but not Ledger Desktop 2027 or separately licensed modules.

Provider may provide bug fixes, maintenance updates, feature updates, or new versions at its discretion. Provider is not obligated to provide any particular update, maintain compatibility with any particular operating system, database, third-party service, bank, payment processor, tax rule, payroll rule, or accounting workflow, or continue offering any update channel indefinitely.

Updates may change features, workflows, file formats, user interfaces, reports, calculations, or compatibility. You are responsible for deciding whether and when to install updates, testing updates for your environment, and maintaining backups before installing updates.

5. Read-Only Access and User Data

Ledger is designed so that users may open ledger files in read-only mode without an active write license. This design is intended to avoid locking users out of their own accounting records.

Read-only access is not a guarantee that every file will open forever, that every historical version will remain compatible forever, or that every ledger file can be repaired, converted, exported, or recovered. You remain responsible for maintaining backups, retaining records in formats required by your business, and preserving access to the software, systems, passwords, devices, and files you need.

6. Local Files and No Cloud Ledger Custody

Ledger is intended to operate as local-first software using ledger files stored on your computer, network, removable media, or storage locations you choose. Provider does not operate a general-purpose cloud ledger hosting, cloud backup, cloud sync, or cloud accounting data custody service as part of Ledger unless a separate written agreement expressly says otherwise.

Provider does not need your ledger files to license Ledger. You should not send Provider ledger files unless Provider specifically requests them for support and you choose to provide them. If you send Provider ledger files, reports, screenshots, database exports, backups, logs, or other materials, you are responsible for ensuring that you have the right to share them and for removing or masking confidential, regulated, or sensitive information that you do not want Provider to see.

7. Your Responsibilities

You are responsible for:

  • choosing whether Ledger is appropriate for your business or use case;
  • entering, importing, reviewing, approving, and reconciling accounting data;
  • verifying reports, balances, calculations, classifications, payroll information, tax information, and filings;
  • maintaining backups and disaster recovery procedures;
  • protecting ledger files, computers, networks, passwords, encryption keys, and user accounts;
  • complying with accounting, tax, payroll, recordkeeping, privacy, employment, industry, and legal obligations;
  • controlling who may access, copy, modify, delete, export, or transmit your ledger files;
  • testing Ledger before relying on it for important workflows;
  • retaining copies of source documents and official filings outside Ledger; and
  • using professional judgment and qualified advisors where appropriate.

Ledger is a tool. You remain responsible for the accounting and business decisions made with or based on Ledger.

8. Restrictions

You may not:

  • copy, distribute, rent, lease, lend, sublicense, sell, resell, host, outsource, timeshare, or provide Ledger to third parties except as expressly permitted by this Agreement;
  • use Ledger to provide a hosted service, service bureau, software-as-a-service offering, or outsourced processing platform without Provider's written permission;
  • reverse engineer, decompile, disassemble, modify, translate, or create derivative works of Ledger except to the limited extent applicable law expressly prohibits this restriction;
  • remove, alter, or obscure copyright, trademark, license, security, or proprietary notices;
  • bypass, disable, forge, or interfere with licensing, activation, update, security, telemetry, or read-only controls;
  • use Ledger in violation of law or third-party rights;
  • use Ledger to process data you are not authorized to access or process;
  • use Ledger in a high-risk environment where failure could reasonably lead to death, personal injury, property damage, regulatory emergency, or critical infrastructure disruption; or
  • use Ledger for benchmarking, competitive analysis, or developing a competing product without Provider's written permission.

9. Professional Advice Disclaimer

Ledger does not provide accounting, tax, payroll, legal, audit, financial, investment, employment, benefits, compliance, or other professional advice. Reports, classifications, calculations, templates, import tools, reconciliation tools, payroll workflows, and other Ledger features are aids for your review and are not guarantees of correctness, compliance, tax treatment, filing accuracy, audit readiness, or business outcome.

You should consult qualified professionals for advice about your specific facts, jurisdiction, industry, tax positions, payroll obligations, financial statements, and filings.

10. Third-Party Services and Components

Ledger may interact with or depend on third-party services, libraries, operating systems, browsers, database engines, installers, code-signing systems, hosting providers, update distribution platforms, payment processors, banks, financial data providers, or other third-party products or services.

Provider is not responsible for third-party services or components, including their availability, security, pricing, accuracy, errors, interruptions, policy changes, compatibility changes, or termination. Your use of third-party services may be subject to separate terms and privacy policies.

11. Feedback

If you provide ideas, suggestions, comments, bug reports, feature requests, workflows, examples, or other feedback, you grant Provider a perpetual, irrevocable, worldwide, royalty-free license to use, copy, modify, distribute, and incorporate that feedback into Ledger or other products without restriction or compensation to you.

Do not include confidential ledger data, client information, tax information, payroll information, bank information, personally identifiable information, or other sensitive content in feedback unless you intend Provider to receive and review it.

12. Support

Unless Provider expressly agrees otherwise in writing, purchase of a Ledger license does not include any particular level, duration, response time, scope, or availability of support. Provider may offer free, paid, limited, or discretionary support, but support offerings may change or be discontinued.

Support may exclude custom reporting, data cleanup, bookkeeping, tax advice, payroll advice, file repair, migration, import mapping, training, regulatory analysis, emergency response, onsite service, third-party service troubleshooting, or support for unsupported operating systems or environments.

13. Payment, Taxes, and Refunds

License fees, if any, are due according to the payment terms stated at purchase. You are responsible for taxes, duties, bank fees, chargebacks, and other amounts associated with your purchase except to the extent Provider is legally required to collect and remit them.

Refunds are governed by the Ledger Refund Policy in effect at the time of purchase or by a separate written agreement. The Refund Policy is incorporated into this Agreement. Provider may suspend or revoke licenses for fraud, chargebacks, nonpayment, abuse, violation of this Agreement, or unlawful use.

14. Confidentiality and Sensitive Data

You should treat license keys, activation materials, admin credentials, private keys, and license certificates as confidential. You are responsible for protecting them from unauthorized disclosure or use.

Provider strongly discourages sending ledger files, bank data, payroll data, tax data, personally identifiable information, client files, or other confidential information through ordinary email, feedback forms, issue trackers, screenshots, or support channels unless appropriate safeguards are in place.

15. Termination

This Agreement remains in effect until terminated. You may terminate it by uninstalling Ledger and ceasing use. Provider may terminate or suspend your license if you violate this Agreement, fail to pay amounts due, misuse licenses, circumvent activation or security controls, infringe Provider's rights, or use Ledger unlawfully.

Upon termination, you must stop using Ledger for write access and destroy unauthorized copies. Sections that by their nature should survive termination will survive, including ownership, restrictions, confidentiality, warranty disclaimers, liability limitations, governing law, and dispute provisions. Ledger may continue to allow read-only access to ledger files after termination, but Provider is not required to maintain that access indefinitely.

16. DISCLAIMER OF WARRANTIES

TO THE MAXIMUM EXTENT PERMITTED BY LAW, LEDGER IS PROVIDED "AS IS," "AS AVAILABLE," AND "WITH ALL FAULTS." PROVIDER DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, QUIET ENJOYMENT, COURSE OF DEALING, COURSE OF PERFORMANCE, AND USAGE OF TRADE.

PROVIDER DOES NOT WARRANT THAT LEDGER WILL BE ERROR-FREE, SECURE, UNINTERRUPTED, COMPATIBLE WITH YOUR SYSTEMS, COMPLIANT WITH YOUR REQUIREMENTS, SUITABLE FOR YOUR BUSINESS, AVAILABLE INDEFINITELY, OR CAPABLE OF PREVENTING DATA LOSS, ACCOUNTING ERRORS, TAX ERRORS, PAYROLL ERRORS, SECURITY INCIDENTS, BUSINESS LOSSES, OR COMPLIANCE FAILURES.

PROVIDER DOES NOT WARRANT THE ACCURACY, COMPLETENESS, OR LEGAL SUFFICIENCY OF REPORTS, CALCULATIONS, IMPORTS, EXPORTS, RECONCILIATIONS, PAYROLL OUTPUTS, TAX OUTPUTS, FINANCIAL STATEMENTS, OR OTHER INFORMATION PRODUCED BY LEDGER.

Some jurisdictions do not allow certain warranty exclusions. In those jurisdictions, exclusions apply only to the maximum extent permitted by law.

17. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW, PROVIDER WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR ENHANCED DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST SAVINGS, LOST BUSINESS, BUSINESS INTERRUPTION, LOSS OF GOODWILL, LOSS OF DATA, DATA CORRUPTION, COST OF SUBSTITUTE SOFTWARE OR SERVICES, ACCOUNTING ERRORS, TAX PENALTIES, PAYROLL PENALTIES, AUDIT COSTS, PROFESSIONAL LIABILITY CLAIMS, CLIENT CLAIMS, SECURITY INCIDENTS, OR THIRD-PARTY CLAIMS, EVEN IF PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, PROVIDER'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO LEDGER OR THIS AGREEMENT WILL NOT EXCEED THE GREATER OF: (A) THE AMOUNT YOU PAID PROVIDER FOR THE SPECIFIC LEDGER LICENSE GIVING RISE TO THE CLAIM DURING THE TWELVE MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY; OR (B) ONE HUNDRED U.S. DOLLARS (US $100).

The limitations in this section apply to all claims, whether based on contract, tort, negligence, strict liability, warranty, statute, equity, or any other theory, and even if a limited remedy fails of its essential purpose.

Some jurisdictions do not allow certain liability limitations. In those jurisdictions, limitations apply only to the maximum extent permitted by law.

18. Indemnification

To the maximum extent permitted by law, you agree to defend, indemnify, and hold harmless Provider from and against claims, damages, losses, liabilities, penalties, costs, and expenses, including reasonable attorneys' fees, arising out of or related to:

  • your use or misuse of Ledger;
  • your ledger files, accounting data, client data, employee data, tax data, payroll data, or business records;
  • your violation of this Agreement;
  • your violation of law or third-party rights;
  • your professional services, advice, filings, reports, or business decisions;
  • your failure to maintain backups or secure systems; or
  • materials you submit to Provider for support, feedback, testing, or review.

19. Export and Sanctions Compliance

You may not use, export, re-export, or transfer Ledger in violation of U.S. export control laws, sanctions, or other applicable laws. You represent that you are not located in, under control of, or a national or resident of any country, person, or entity subject to applicable sanctions or export restrictions that would prohibit your use of Ledger.

20. Government Use

If Ledger is acquired by or on behalf of the U.S. Government, it is provided as "commercial computer software" and "commercial computer software documentation" with only the rights granted to other users under this Agreement.

21. Governing Law and Venue

This Agreement is governed by the laws of the State of Tennessee, without regard to conflict-of-law principles, unless applicable law requires otherwise.

Subject to any mandatory law to the contrary, the state and federal courts located in Tennessee will have exclusive jurisdiction over disputes arising out of or related to this Agreement or Ledger, and each party consents to personal jurisdiction and venue in those courts.

22. Changes to this Agreement

Provider may update this Agreement from time to time. Each version will state its effective date. An updated Agreement applies to purchases made, licenses first activated, or updates or new versions accepted on or after its effective date.

If a change materially affects your rights or obligations, Provider will provide reasonable notice through the Software, website, release notes, email, checkout, activation process, or another reasonable means. Provider may require you to affirmatively accept an updated Agreement before installing or using an update, activating a new license, or using a new version. If you decline updated terms, you may continue using a previously installed and licensed version under the Agreement that applied to it, where technically and legally possible, but you may not be entitled to the affected update, service, activation, or new version. Read-only access remains subject to Sections 5 and 15.

An updated Agreement does not retroactively reduce the perpetual license rights already granted for a purchased version unless you affirmatively accept the updated Agreement or the change is required by applicable law.

23. Entire Agreement

This Agreement, together with any order, receipt, written license terms, posted policies, or separate written agreement that expressly applies, is the entire agreement between you and Provider regarding Ledger and supersedes prior or contemporaneous understandings about Ledger.

If any provision is unenforceable, the remaining provisions remain in effect. Provider's failure to enforce a provision is not a waiver. You may not assign this Agreement without Provider's written consent. Provider may assign this Agreement as part of a merger, acquisition, reorganization, asset sale, or transfer of the Ledger business.

24. Contact

Use the contact method provided with your purchase or the current instructions published at https://mcmurrysoftware.com/support. Licensed users may also use Help > Submit Feedback within Ledger. Do not include confidential ledger, client, payroll, tax, or banking data in an ordinary request.