Terms of Use & Legal Policies
VR Capital Management, LLC • Last Revised: October 16, 2026
PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE ACCESSING OR USING THIS APPLICATION. BY LOGGING IN, CLICKING “SIGN IN” OR “CREATE ADMINISTRATOR,” ENTERING AUTHENTICATION CODES, OR OTHERWISE ACCESSING OR USING THE LEDGE PLATFORM, YOU AGREE TO BE UNCONDITIONALLY BOUND BY THESE TERMS, INCLUDING AN ABSOLUTE WAIVER OF TRIAL BY JURY, A CLASS ACTION WAIVER, AN EXPRESS WAIVER OF CALIFORNIA CIVIL CODE § 1542 (AND ALL ANALOGOUS LAWS), AND A COMPLETE AND UNCONDITIONAL RELEASE OF ALL CLAIMS AND LIABILITIES AGAINST VR Capital Management, LLC. IF YOU DO NOT AGREE, DO NOT LOG IN OR USE THIS PLATFORM.
1. Acceptance of Terms & Electronic Signature
These Terms of Use (“Agreement” or “Terms”) constitute a legally binding agreement between you (either an individual or the legal entity that you represent, hereinafter “User,” “you,” or “your”) and VR Capital Management, LLC (“Company,” “we,” “us,” or “our”), governing your access to and use of the Ledge financial accounting application, including all associated software, databases, APIs, user interfaces, algorithms, exports, reports, and documentation (collectively, the “Platform” or “Services”).
Your entry of login credentials, password, and/or two-factor authentication (TOTP) codes constitutes an electronic signature and conclusive proof of your voluntary, unconditional consent to be bound by these Terms pursuant to the Electronic Signatures in Global and National Commerce Act (E-SIGN, 15 U.S.C. § 7001 et seq.), the Uniform Electronic Transactions Act (UETA), and all other applicable domestic and international laws.
2. Representation of Authority & Entity Binding
If you are accessing or using the Platform on behalf of an employer, company, partnership, investment fund, trust, or other business entity, you explicitly represent and warrant that: (a) you are of legal age of majority; (b) you possess full legal power and corporate authority to bind such legal entity to this Agreement; and (c) “you” and “your” in this Agreement refers both to you individually and to such entity jointly and severally.
3. Strict Non-Advisory Status & Non-Fiduciary Disclaimer
No Certified Public Accounting (CPA), Tax, Legal, Investment, or Brokerage Services: The Platform is an internal bookkeeping, double-entry ledger, and administrative management software tool.VR Capital Management, LLC is NOT a certified public accountant (CPA) firm, registered tax preparer, enrolled agent, investment adviser registered under the Investment Advisers Act of 1940, broker-dealer under the Securities Exchange Act of 1934, law firm, or fiduciary under ERISA or common law.
Under no circumstances does any content, calculation, balance sheet, income statement, ledger entry, chart of accounts, bill, invoice, tax rate configuration, or automated assistant response constitute professional financial, investment, tax, legal, or accounting advice. You are solely and exclusively responsible for verifying all balances, calculations, tax obligations, and financial filings with your own independent certified professionals prior to taking any financial, legal, operational, or tax action.
4. Proprietary Rights & Strict Prohibitions
All right, title, and interest in and to the Platform, including without limitation all software source code, object code, database schemas, styling, user interfaces, marks, logos, and algorithms, are and shall remain the sole and exclusive property of VR Capital Management, LLC and its licensors.
You agree not to, directly or indirectly: (i) reverse engineer, decompile, disassemble, or derive source code from the Platform; (ii) copy, modify, distribute, or create derivative works; (iii) scrape, crawl, harvest, or extract data using automated tools; (iv) circumvent or probe authentication mechanisms, rate limits, or access controls; (v) introduce viruses, malware, trojans, or automated scripts; or (vi) sublicense, lease, or resell access to any unauthorized third party.
5. User Account Credentials & Shared Responsibility
You are exclusively responsible for maintaining the confidentiality and physical security of your login credentials, email, password, and two-factor authenticator app (TOTP) seed keys and devices. All actions, transactions, ledger adjustments, and entries executed through your account credentials shall be conclusively presumed to have been executed and authorized by you. VR Capital Management, LLC disclaims any and all liability for unauthorized access, data manipulation, or loss resulting from compromised credentials, lost devices, social engineering, or phishing.
6. Absolute Disclaimer of All Warranties
VR Capital Management, LLC AND ITS AFFILIATES, OFFICERS, MANAGERS, MEMBERS, EMPLOYEES, CONTRACTORS, AND SUPPLIERS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR ARISING OUT OF COURSE OF DEALING, PERFORMANCE, OR USAGE OF TRADE, INCLUDING BUT NOT LIMITED TO: (A) ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, SYSTEM INTEGRATION, QUIET ENJOYMENT, OR NON-INFRINGEMENT; (B) THAT THE PLATFORM WILL OPERATE UNINTERRUPTED, SECURELY, TIMELY, OR ERROR-FREE; (C) THAT ANY REPORTS, BALANCES, ASSET VALUATIONS, OR CALCULATIONS ARE COMPLETE, ACCURATE, FREE FROM ARITHMETIC OR ROUNDING DISCREPANCIES; (D) THAT DATA TRANSMISSIONS WILL BE UNCORRUPTED OR LOSS-FREE; AND (E) THAT ANY DEFECTS WILL BE DETECTED OR CORRECTED.
7. Absolute & Unconditional General Release of All Liabilities
Express General Release & Total Discharge of Liability:
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU, FOR YOURSELF AND ON BEHALF OF YOUR PAST, PRESENT, AND FUTURE AFFILIATES, PRINCIPALS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, HEIRS, EXECUTORS, ADMINISTRATORS, SUCCESSORS, AND ASSIGNS, HEREBY KNOWINGLY, VOLUNTARILY, IRREVOCABLY, UNCONDITIONALLY, AND FOREVER REMISE, RELEASE, ACQUIT, DISCHARGE, AND HOLD ENTIRELY HARMLESS VR Capital Management, LLC, ITS PARENT ENTITIES, SUBSIDIARIES, AFFILIATES, AND EACH OF THEIR RESPECTIVE PAST, PRESENT, AND FUTURE MANAGERS, MEMBERS, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, CONTRACTORS, SUCCESSORS, AND ASSIGNS (COLLECTIVELY, THE “RELEASED PARTIES”) FROM ANY AND ALL CLAIMS, CONTROVERSIES, DEMANDS, DISPUTES, REMEDIES, SUITS, CAUSES OF ACTION, LIABILITIES, DEBTS, JUDGMENTS, DAMAGES (ACTUAL, DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE), LOSSES, PENALTIES, REGULATORY FINES, COSTS, AND EXPENSES (INCLUDING WITHOUT LIMITATION FULL ATTORNEYS' FEES AND LITIGATION COSTS) OF EVERY NATURE AND DESCRIPTION, WHETHER SOUNDING IN CONTRACT, TORT (INCLUDING NEGLIGENCE, GROSS NEGLIGENCE, AND STRICT LIABILITY), EQUITY, STATUTE, OR COMMON LAW, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, CONTINGENT OR LIQUIDATED, ARISING OUT OF, RELATING TO, OR IN ANY WAY CONNECTED WITH:
- Your access to, use of, or inability to access or utilize the Platform or Services;
- Any arithmetic, ledger, accounting, currency conversion, reporting, or rounding discrepancy, error, or omission;
- Any tax assessment, penalties, interest, audit adjustments, or reporting disallowances assessed by the Internal Revenue Service (IRS) or any domestic or international taxing authority;
- Any commercial decisions, capital allocation, payments, bill settlements, loan applications, investor disclosures, or transactions made in reliance upon books, accounts, or exports generated by the Platform;
- Any cybersecurity incident, server outage, unauthorized data access, network interception, data loss, corruption, or deletion;
- Any suspension, termination, or deprecation of the Platform or User account.
Express Waiver of California Civil Code § 1542 (and All Comparable Laws):
YOU EXPRESSLY ACKNOWLEDGE AND WARRANT THAT YOU HAVE BEEN SPECIFICALLY ADVISED OF AND ARE FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES AS FOLLOWS:
“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”
BEING FULLY AWARE OF SAID CODE SECTION, YOU HEREBY EXPRESSLY, KNOWINGLY, AND VOLUNTARILY WAIVE AND RELINQUISH ANY AND ALL RIGHTS, REMEDIES, AND BENEFITS CONFERRED BY CALIFORNIA CIVIL CODE SECTION 1542, AS WELL AS UNDER ANY COMPARABLE, ANALOGOUS, OR EQUIVALENT LAW, STATUTE, OR COMMON-LAW PRINCIPLE OF THE UNITED STATES, ANY STATE OR TERRITORY THEREOF, OR ANY FOREIGN JURISDICTION. YOU FULLY UNDERSTAND THAT YOU MAY HEREAFTER DISCOVER FACTS DIFFERENT FROM OR IN ADDITION TO THOSE NOW KNOWN OR BELIEVED TO BE TRUE, BUT IT IS YOUR INTENTION TO FULLY, FINALLY, AND FOREVER SETTLE AND RELEASE ALL CLAIMS.
8. Absolute Limitation of Liability & Dollar Cap
(A) IN NO EVENT SHALL VR Capital Management, LLC OR ANY OF THE RELEASED PARTIES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, RELIANCE, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF REVENUE, LOST PROFITS, LOSS OF ANTICIPATED SAVINGS, LOSS OF GOODWILL, LOSS OF BUSINESS OPPORTUNITY, LOSS OF DATA OR SYSTEM CORRUPTION, REGULATORY FINES, OR COST OF SUBSTITUTE SERVICES, REGARDLESS OF THE LEGAL OR EQUITABLE THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE), EVEN IF WARNED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES.
(B) THE TOTAL, AGGREGATE, MAXIMUM LIABILITY OF VR Capital Management, LLC AND ALL RELEASED PARTIES ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE PLATFORM, OR THE SERVICES FOR ANY AND ALL CLAIMS OF WHATEVER NATURE SHALL BE STRICTLY CAPPED AT AND SHALL IN NO CIRCUMSTANCE EXCEED THE LESSER OF: (I) THE TOTAL FEES ACTUALLY PAID BY YOU TOVR Capital Management, LLC FOR USE OF THE SPECIFIC PLATFORM IN THE TWELVE (12) MONTHS PRECEDING THE OCCURRENCE GIVING RISE TO THE CLAIM, OR (II) ONE HUNDRED UNITED STATES DOLLARS ($100.00 USD). IF NO FEES WERE PAID BY YOU, TOTAL LIABILITY SHALL BE ZERO DOLLARS ($0.00 USD).
9. Comprehensive User Indemnification
You agree to defend, indemnify, and hold completely harmless VR Capital Management, LLC and all Released Parties from and against any and all claims, demands, governmental or regulatory investigations, lawsuits, proceedings, liabilities, judgments, awards, damages, losses, fines, penalties, costs, and expenses (including reasonable attorneys' fees, expert witness fees, and court costs) arising out of or related to: (a) your access to or use of the Platform; (b) any financial record, ledger entry, transaction, bill, invoice, tax computation, or data input or exported by you; (c) any violation of this Agreement, including any breach of your representations and warranties; (d) any violation of any applicable federal, state, local, or international tax, accounting, or securities law; or (e) your infringement, violation, or misappropriation of any third party's proprietary, contractual, or privacy rights.
10. Mandatory Individual Arbitration, Class Action Waiver & Governing Law
Governing Law: This Agreement and any dispute arising hereunder shall be governed by and construed strictly in accordance with the laws of the State of New York (or at the sole election of Company, the State of Delaware), without regard to its conflict of law principles.
Mandatory Binding Arbitration: Except for injunctive or equitable relief sought by Company to protect its intellectual property or security, any controversy, claim, or dispute arising out of or relating to this Agreement or the Platform shall be resolved exclusively through final and binding individual arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules in New York, NY, before a single neutral arbitrator. Judgment on the award rendered by the arbitrator may be entered in any court having competent jurisdiction.
Class Action Waiver & Jury Trial Waiver:
YOU AND VR Capital Management, LLC AGREE THAT ANY AND ALL DISPUTES SHALL BE RESOLVED SOLELY ON AN INDIVIDUAL BASIS. YOU IRREVOCABLY WAIVE ANY RIGHT TO COMMENCE, JOIN, OR PARTICIPATE IN ANY CLASS ACTION, CLASS ARBITRATION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING AGAINST VR Capital Management, LLC. YOU FURTHER IRREVOCABLY WAIVE ANY CONSTITUTIONAL OR STATUTORY RIGHT TO A TRIAL BY JURY.
11. Term, Suspension, Severability & Entire Agreement
Company reserves the right to modify, amend, or update these Terms at any time. Notice of revisions may be given by updating the “Last Updated” date on the login page. Your continued login or access following any update constitutes your full acceptance of the revised Terms. Company may suspend or terminate your access to the Platform at any time, with or without notice or cause, without incurring any liability.
If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be enforced to the maximum extent permissible and all other provisions shall remain in full force and effect. This Agreement, together with the Privacy Policy and Security Terms, constitutes the entire understanding between you andVR Capital Management, LLC regarding the Platform.
© 2026 VR Capital Management, LLC. All rights reserved.
By logging in or using this software, you confirm your acceptance of all terms, including the unconditional release of all liabilities and mandatory individual arbitration.