Terms of Service

1. Acceptance of Terms

By accessing or using PowderLedger (the “Service”), you agree to be bound by these Terms of Service (“Terms”). If you are accepting on behalf of a company or other legal entity, you represent that you have the authority to bind that entity to these Terms. If you do not agree to these Terms, do not use the Service.

These Terms constitute a binding legal agreement between you (“Merchant” or “you”) and PowderLedger, Inc. (“PowderLedger,” “we,” or “us”). We reserve the right to modify these Terms at any time. Continued use of the Service after changes are posted constitutes acceptance of the revised Terms.

2. Description of Service

PowderLedger is a B2B SaaS platform designed for ski rental shops and outdoor equipment retailers. The Service includes, but is not limited to:

• Rental management tools including equipment check-in, check-out, and fleet tracking
• Lesson and appointment booking systems for ski school operations
• A customer-facing self-service portal for rental history, lesson scheduling, and payments
• Point-of-sale (POS) tools for in-store transactions and retail sales
• Reporting, analytics, and end-of-day reconciliation tools
• Digital waiver collection and management
• Online reservation and pre-arrival check-in workflows

We reserve the right to modify, suspend, or discontinue any feature of the Service at any time with reasonable notice. New features introduced after the effective date of these Terms are also subject to these Terms.

3. Shop / Merchant Account Terms

The entity or individual who creates and operates a PowderLedger account for a ski rental or outdoor equipment shop is referred to as the “Merchant.” The Merchant’s customers who interact with the Service (e.g., through the customer portal, booking flows, or digital waivers) are referred to as “end-users.” PowderLedger’s direct contractual relationship is with Merchants, not end-users.

As a Merchant, you are responsible for:

• All activity that occurs under your account, including actions taken by your staff members
• Maintaining the confidentiality and security of your account credentials
• Ensuring that your use of the Service complies with all applicable local, state, and federal laws
• Providing accurate business information during registration and keeping it current
• Obtaining all required business licenses, permits, and insurance for your operations
• Your interactions with and obligations to your end-users

You may not share your account credentials with third parties outside of your organization. You must immediately notify us at legal@powderledger.com of any unauthorized access to your account.

4. Customer Data & Privacy

With respect to personal data that Merchants collect from their end-users via the Service (including names, contact information, payment details, and rental history), the Merchant is the “data controller” and PowderLedger acts as a “data processor” as those terms are understood under applicable privacy laws including the GDPR and CCPA.

Merchants are responsible for:

• Establishing a lawful basis for collecting and processing end-user personal data
• Providing end-users with appropriate privacy notices describing how their data will be used
• Honoring end-user data subject rights (access, correction, deletion) as required by law
• Ensuring that any data they direct PowderLedger to process complies with applicable law

PowderLedger will process end-user data only as directed by the Merchant and as described in our Privacy Policy. We maintain appropriate technical and organizational security measures to protect data in our custody.

PowderLedger does not sell end-user personal data to third parties. Our use of data is governed by our Privacy Policy.

5. Payment Terms

Access to the Service requires payment of applicable subscription fees as described on our pricing page or in a written order form. All fees are stated in U.S. dollars and are non-refundable except as expressly provided in these Terms or required by applicable law.

Subscription Fees. Subscription fees are billed in advance on a monthly or annual basis, depending on the plan selected. Subscriptions automatically renew at the end of each billing period unless canceled at least 5 business days before renewal. You authorize PowderLedger to charge your payment method on file for all applicable fees.

Rental Processing Fees. Certain plans include per-transaction fees for rental processing, online payments, or third-party payment gateway usage (e.g., Stripe). These fees will be disclosed at the time of plan selection or in your account settings.

Late Payments. If any fee is not paid when due, we reserve the right to suspend or terminate your access to the Service after reasonable notice. Past-due balances accrue interest at the rate of 1.5% per month or the maximum rate permitted by law, whichever is less.

Price Changes. We reserve the right to change subscription pricing with at least 30 days’ written notice. Your continued use of the Service after a price change takes effect constitutes acceptance of the new pricing.

6. Intellectual Property

PowderLedger and its licensors own all right, title, and interest in and to the Service, including all software, algorithms, interfaces, documentation, trade secrets, and trademarks. These Terms do not transfer any ownership rights to you. You are granted a limited, non-exclusive, non-transferable, revocable license to access and use the Service solely for your internal business operations during the term of your subscription.

You retain ownership of all data, content, and materials that you upload or create within the Service (“Merchant Content”). You grant PowderLedger a limited, non-exclusive license to host, process, and display Merchant Content solely as necessary to provide the Service to you.

You may not copy, reverse-engineer, decompile, disassemble, or create derivative works from any portion of the Service. You may not use the PowderLedger name, logo, or trademarks without our prior written consent.

7. Limitation of Liability

Please read this section carefully. It limits our liability to you.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, POWDERLEDGER AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, AND SERVICE PROVIDERS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF DATA, LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE, OR SYSTEM FAILURE, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE SERVICE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT SHALL POWDERLEDGER’S TOTAL CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE EXCEED THE GREATER OF (A) THE TOTAL SUBSCRIPTION FEES PAID BY YOU TO POWDERLEDGER DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100.00).

Some jurisdictions do not allow the exclusion or limitation of certain damages. In such jurisdictions, PowderLedger’s liability is limited to the fullest extent permitted by applicable law. The limitations set forth in this section are a fundamental element of the basis of the bargain between PowderLedger and you.

8. Indemnification

You agree to indemnify, defend, and hold harmless PowderLedger, its officers, directors, employees, agents, licensors, and service providers from and against any and all claims, liabilities, damages, judgments, awards, losses, costs, expenses, and fees (including reasonable attorneys’ fees) arising out of or relating to:

• Your use of the Service or any activities conducted through your account
• Claims made by your end-users or third parties arising from your business operations
• Your violation of these Terms or any applicable law or regulation
• Any Merchant Content you submit, upload, or transmit through the Service
• Your failure to properly obtain or maintain required licenses, permits, or insurance
• Any dispute between you and your employees, contractors, or end-users

PowderLedger reserves the right to assume exclusive control of the defense of any matter subject to indemnification by you, at your expense. You agree to cooperate with PowderLedger’s defense of such claims and not to settle any claim without our prior written consent.

9. Waiver Liability

PowderLedger provides digital waiver collection functionality as a convenience tool for Merchants. Merchants are solely responsible for:

• Determining whether digital waivers collected via the Service are legally valid, binding, and enforceable in their jurisdiction
• Drafting waiver language that adequately covers the risks and liabilities associated with their specific business operations
• Consulting with qualified legal counsel in their jurisdiction to review and approve waiver language before use
• Complying with any applicable statutory requirements regarding waiver form, delivery, retention, and enforceability
• Maintaining waiver records as required by law and their own risk management policies

POWDERLEDGER MAKES NO REPRESENTATION OR WARRANTY THAT WAIVERS COLLECTED THROUGH THE SERVICE WILL BE LEGALLY ENFORCEABLE IN ANY PARTICULAR JURISDICTION. THE SERVICE IS PROVIDED AS A TECHNOLOGY TOOL ONLY. POWDERLEDGER IS NOT A LAW FIRM AND DOES NOT PROVIDE LEGAL ADVICE. MERCHANTS ACCEPT ALL LEGAL RISK ASSOCIATED WITH THEIR WAIVER PRACTICES.

10. Termination

Either party may terminate these Terms at any time. You may cancel your account at any time through your account settings or by contacting us at legal@powderledger.com. Cancellation takes effect at the end of the current billing period, and you will not receive a refund for any prepaid subscription fees unless required by applicable law.

PowderLedger may suspend or terminate your access to the Service immediately and without prior notice if:

• You materially breach these Terms and fail to cure the breach within 10 days of written notice
• You fail to pay any amounts due
• We reasonably believe that your use of the Service poses a security risk or legal liability
• We are required to do so by law or a regulatory authority

Upon termination, your right to access the Service ceases immediately. You may request an export of your data within 30 days of termination. After 30 days, we may delete your data in accordance with our data retention policies. Sections 4, 6, 7, 8, 9, 11, and 12 of these Terms survive termination.

11. Governing Law

These Terms and any dispute arising out of or related to these Terms or the Service shall be governed by and construed in accordance with the laws of the State of Colorado, United States, 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 Denver, Colorado, and you hereby consent to the personal jurisdiction and venue of such courts.

Notwithstanding the foregoing, PowderLedger may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property or confidential information.

12. Contact

If you have any questions about these Terms of Service, please contact us: