Terms of Service

These Terms of Service ("Terms") are a binding agreement between you and Eclipse Publishing & Game Studios LLC ("Eclipse Publishing," "we," "us," "our"), a limited liability company registered in the State of New York, United States. They cover the Eclipse Finance desktop application, its installers and updates, the optional account you can sign in to it with, cloud copies of your books, paid plans, and every other service we provide for it (together, "the App").

You accept these Terms when you tick the box or press the button that says you agree, or, if you are never asked, when you download, install or use the App. If you do not agree, do not use the App. If you accept on behalf of a business or other organisation, you confirm you have authority to bind it, and "you" means that organisation as well as you.

These Terms include the Eclipse Finance Privacy Policy and the Eclipse Finance Refund Policy, and any price, billing period or plan details shown to you when you buy. If those details conflict with these Terms, the details shown at purchase apply to that purchase.

• "Account" means an Eclipse Finance account you sign in to the App with.
• "Online Services" means everything we run on servers for the App, including accounts, the account server that sends codes, cloud copies of your books, and any feature a Paid Plan adds.
• "Paid Plan" means any plan you pay for. "Free plan" means a plan offered without charge, including the alpha plan.
• "Your Data" means the books, records, documents, settings and other content you put into the App.
• "Consumer" means an individual using the App mainly for personal, family or household purposes rather than for a trade, business or profession.
• "Including" means including without limitation.

To use the App you must:

• be at least 18 years old, or the age of majority where you live if that is higher, and able to form a binding contract;
• not be located in, ordinarily resident in, or organised under the laws of a country or region subject to comprehensive United States sanctions, and not be named on any United States government list of restricted or prohibited parties;
• not have had an Account ended by us for breaking these Terms, unless we have agreed otherwise in writing.

The App is a bookkeeping tool for adults and businesses. It is not directed at children, and nobody under 18 may make an Account or buy a Paid Plan.

Keep your own copies, and do not rely on the App as the only record of anything that matters. Settings, then Save a copy, writes a complete copy of your books that you can keep somewhere safe, and reports export to CSV and PDF. Use both regularly, whether or not you have cloud copies.

We aim for a full release in late 2027. That is an aim, not a promise, and dates, features and plans may change.

While you follow these Terms, we give you a limited, personal, non-exclusive, non-transferable, non-sublicensable and revocable licence to install and use the App on computers you own or control, for your own bookkeeping or your business's. The App is licensed, not sold. We and our licensors keep all rights, title and interest in the App that these Terms do not expressly give you.

The App includes open-source components, each under its own licence. Nothing in these Terms limits the rights those licences give you in those components.

The App checks our public release feed for updates when it opens and while it is open, downloads them, and installs them. Updates are required and cannot be switched off, because a financial app with known bugs or security problems should not stay in use. An update may be installed before your books open.

Updates may add, change or remove features. These Terms apply to every version. Older versions may stop working with the Online Services, and we do not support them.

To use the App you need an Account with a confirmed email address, and an internet connection. The App checks your Account with our servers when it opens and regularly while it is open. When you are not signed in, your email address is not confirmed, your access has been suspended, or the check cannot reach our servers, most of the App is unavailable until that is put right.

You can make an Account free, with Google or with an email address and password. You agree to give accurate information and keep it current. An Account is for one person; do not share it. Cloud copies of your books are part of your Account, and you can switch them off in Settings; the Account itself is required.

You are responsible for keeping your password, your email account, your Windows sign-in and your computer secure, and for everything done through your Account. Tell us at support@eclipsepublishingstudios.com straight away if you think someone else has used it.

Sign-in is provided through Google Firebase, and signing in with Google is also subject to Google's terms.

We claim no ownership of Your Data. Your books, customers, invoices and reports belong to you, and you are responsible for them, for their accuracy, and for having the right to put them in the App.

Your books are stored on your computer. If you have cloud copies, you give us permission to store, copy, transmit and delete the encrypted copies, and to keep the key that opens them and give it to your confirmed computers, only as needed to provide, secure and support the Online Services, as these Terms and the Privacy Policy describe, and as the law requires.

Keeping backups is your responsibility. We are not responsible for Your Data being lost, damaged or deleted, whether on your computer or in the cloud, except where the law does not allow us to exclude that responsibility.

When you buy a Paid Plan, you buy it from Sold through Link, LLC ("Link"), which takes the payment, collects and pays sales tax, VAT and similar taxes, issues receipts and invoices, and handles billing questions, refunds and disputes under the Link Terms. Your card statement shows LINK.COM followed by our name. We provide the App and the Online Services. We never see or store your full card or bank details.

What you pay. The price, currency, billing period, what the plan includes, any taxes, and when you will be charged are shown before you buy. Prices may differ by country and currency. Taxes are added or included as the law where you live requires.

The free plan. While the App is in alpha, a free plan is available. We may change what it includes or stop offering it, and we will tell you in the App and by email at least 30 days before a change that takes something away from you.

Payments that fail. If a payment fails, Link may retry it and we may let you know. If it is still unpaid after the retries, your Paid Plan ends and your Account moves to the free plan, if one is offered. Anything kept in the cloud beyond what the free plan allows, such as extra earlier copies, may be deleted 30 days after that.

Charge disputes. If you dispute a charge with your bank or card issuer, we may suspend the Paid Plan's features while the dispute is open. Please contact us or Link first; most problems are faster to fix that way.

Offers and discounts apply only for the period and on the conditions shown with them.

How to cancel. You can cancel at any time, online, as easily as you signed up: in the App's Settings, under Account and plan; in your Link account at link.com, which every receipt links to; or by emailing support@eclipsepublishingstudios.com. Every cancellation is confirmed by email.

When cancelling takes effect. Cancelling stops future renewals. You keep the Paid Plan until the end of the period you have paid for, and then move to the free plan, if one is offered. Cancelling does not refund the current period, except where the law or the Refund Policy says otherwise.

Reminders. Before a yearly plan renews, we remind you by email between 15 and 45 days ahead, with the renewal date, the price and how to cancel. If we ever offer a free trial or an introductory price, we tell you when it ends and what you will then pay, and we remind you before the first full charge as the law where you live requires.

Price changes. We may change a Paid Plan's price. We tell you by email at least 30 days before a new price applies to you, and it applies only from your next renewal after that notice. If you do not want to pay the new price, cancel before that renewal.

Changing plans. If you move to a more expensive plan, the change and any charge for the rest of the current period are shown before you confirm. If you move to a cheaper plan, it starts at your next renewal.

Payments are not refundable, including for partly used periods, unused features, or time the App was not used, except where the law requires a refund, where these Terms promise one, or where Link decides to give one, which it may do within 60 days of a purchase.

Rights the law gives you are not affected. If you are a Consumer in the European Union, the European Economic Area, the United Kingdom, or another place whose law gives you a right to withdraw from an online purchase, you have that right. For digital content and services supplied straight away, that right may end once supply begins, if you expressly asked for it to begin during the withdrawal period and acknowledged that you would lose the right. How to withdraw, and the rights in each place, are set out in the Refund Policy.

When we end something early. If we end your Paid Plan, or stop offering it, for a reason other than your breach of these Terms, fraud, a charge dispute, or a legal requirement, we refund the part of the price you prepaid for the time after it ends.

You agree not to, and not to help anyone else to:

• use the App to break any law, including to commit fraud, evade tax, launder money or evade sanctions;
• use the App's email, invoices, reminders or payment links to send spam, phishing, or messages the recipient has not agreed to receive where consent is required;
• put anything into the App, or send anything through it, that you do not have the right to use, including other people's personal information without a lawful basis;
• attack, overload, probe for weaknesses in, or try to get unauthorised access to the Online Services, other people's accounts or our systems, or get around rate limits, plan limits, licensing or security;
• copy, modify, sell, rent, lend, sublicense, or redistribute the App, or offer it as a service to others, except as these Terms allow;
• decompile, disassemble or reverse engineer the App, except to the extent the law allows it despite this restriction;
• make Accounts by automated means, or use the Online Services with bots or scripts we have not approved;
• upload malware or anything designed to harm a computer, a service or data;
• remove or misrepresent the notices that say who made the App, or pass the App off as your own product.

You may inspect the network traffic the App sends from your own computer, and say publicly what you find about how it handles data. If you find a security problem, please tell us privately at support@eclipsepublishingstudios.com first, and give us a reasonable time to fix it.

The App relies on, or lets you connect to, services run by others, including Google Firebase and Google Cloud, GitHub, Link, Stripe, Square, PayPal, and the mail provider you choose. Those services are governed by their own terms and privacy policies, and any fees they charge are between you and them. We do not control them and are not responsible for their availability, content, accuracy or actions.

We are not a payment processor, bank or money transmitter, and never hold your money. If you connect Stripe, Square or PayPal, the App uses the keys you provide to read your own transactions and to create payment links on your account. Payment links are checkout pages hosted by the processor you chose. You are responsible for the keys you enter, for what is charged through your processor account, and for the terms you offer your own customers.

Eclipse Finance records and summarises the numbers you enter or import. Some screens also offer general information to help you set things up, such as sales tax presets and rates for states, suggested filing windows and due dates, payroll and contractor figures, notes about rules that can apply to selling on credit, estimated interest rates such as an APR, and reminders about keeping records. All of it is general information. It may be incomplete, out of date, or not apply to you, and none of it is tax, legal, accounting, payroll, lending, investment or financial advice. Using the App, or paying for it, does not create any professional, fiduciary or advisory relationship between you and us.

Laws, rates and filing rules change, and they differ from place to place. Every preset, rate, setting and note in the App can be changed, and you decide whether to use, change or ignore it. The App's reports, including the profit and loss, balance sheet, cash flow forecast and the sales tax and tax summaries, are a summary of what you recorded. They are not a filed return, and the App files nothing with any authority.

You alone are responsible for the accuracy of your records, for the terms you offer your own customers, and for meeting your own tax, payroll, licensing, disclosure and reporting obligations. Check anything that matters with the authority concerned, or with a qualified accountant or attorney, before you rely on it.

You can stop at any time. Cancel any Paid Plan, delete your Account from the App's Settings or at eclipsepublishingstudios.com/finance/delete-account, and uninstall the App.

Reasons we may do so include, for example, that:

• you have broken these Terms, or we reasonably believe you have;
• we are required to by law, a court, or an authority, or to meet sanctions rules;
• your use creates a risk of harm, fraud, abuse, security problems or legal exposure for us, other people or our providers;
• a payment has failed or has been disputed;
• your Account has been inactive for more than two years;
• we stop offering the App, an Online Service or a plan, in whole or in a particular place.

Notice and refunds where they are owed. Where the law where you live requires us to give notice, a reason, or a chance to respond before ending a contract or withdrawing a service, we do so. If we end a Paid Plan for a reason other than your breach, fraud, a charge dispute or a legal requirement, we refund the unused part of what you prepaid, as the Refunds section explains.

What happens when access ends. Your licence and any Paid Plan end, and you must stop using the Online Services, and the App too if your licence has ended. Unless we ended access for security, legal or abuse reasons, we keep your cloud copies for 30 days so you can bring them down to a computer, and then delete them. The books on your computer stay yours. Ending access does not delete them, the App still lets you save a complete copy of them, and your exports and saved copies remain usable.

Sections that by their nature should survive the end of these Terms continue to apply, including those on your data, payments owed, refunds, not being advice, our rights, warranties, liability, indemnity, governing law, and dispute resolution.

The App, including its code, design, text, graphics, and the Eclipse Finance and Eclipse Publishing names and logos, is owned by Eclipse Publishing & Game Studios or its licensors and protected by copyright, trademark and other laws. You may not use our names or logos without our written permission.

If you send us ideas, suggestions or feedback, you give us a perpetual, irrevocable, worldwide, royalty-free licence to use them for any purpose without paying or crediting you. You are never required to send any.

How the App handles information is described in the Privacy Policy, which forms part of these Terms.

Your books may hold personal information about other people, such as your customers, suppliers or staff. You decide what goes in, and you are responsible for having a lawful basis to record, keep and use it, for telling those people what the law requires, and for answering their requests. For cloud copies, we store the encrypted copies and the key that opens them only on your instructions, as your processor. If the law requires a data processing agreement between us for them, email support@eclipsepublishingstudios.com.

To the fullest extent the law allows, the App, the Online Services and all Paid Plans are provided "as is" and "as available," with all faults and without warranty of any kind, whether express, implied or statutory, including any implied warranty of merchantability, fitness for a particular purpose, title, quiet enjoyment, accuracy, or non-infringement, and any warranty arising from a course of dealing or usage of trade. We do not warrant that the App will be uninterrupted, secure or error-free, that it will meet your requirements, that defects will be corrected, that data will not be lost, or that its calculations, presets, rates or reports will be correct, complete or current.

Your statutory rights. Some places do not allow warranties to be excluded. If you are a Consumer, nothing in these Terms removes rights you have under laws that cannot be overridden by contract, such as the right in the European Union and the United Kingdom to digital content and services that match their description and are fit for purpose, or the consumer guarantees under the Australian Consumer Law.

To the fullest extent the law allows, Eclipse Publishing & Game Studios and its members, managers, employees, contractors, licensors and suppliers are not liable for any indirect, incidental, special, consequential, exemplary or punitive damages, or for any loss of data, profits, revenue, savings, goodwill or business, or for any tax, penalty, interest or fine, arising out of or relating to the App or these Terms, including any decision you make using information, presets, notes or calculations in the App, and whether the claim is in contract, tort (including negligence), strict liability or otherwise, even if we were told such damages were possible. Our total liability for all claims relating to the App and these Terms is limited to the greater of the amount you paid for the App in the twelve months before the event giving rise to the claim, or fifty U.S. dollars ($50).

These limits are an essential part of the bargain between us and apply even if a remedy fails of its essential purpose. They do not limit liability for fraud, for death or personal injury caused by negligence, for gross negligence or wilful misconduct where the law does not allow that to be limited, or for anything else that cannot lawfully be limited. If you are a Consumer in the European Union or the United Kingdom, we are also responsible for foreseeable loss caused by our breach of these Terms or our failure to use reasonable care.

To the extent the law allows, you will defend, indemnify and hold harmless Eclipse Publishing & Game Studios and its members, managers, employees and contractors from and against any claims, losses, liabilities, damages, penalties, costs and reasonable legal fees arising out of Your Data, your use of the App, the terms you offer or messages you send to your own customers, your breach of these Terms, or your breach of any law or anyone else's rights. We may take control of the defence of any such claim, and you will cooperate with us. If you are a Consumer, this applies only to losses caused by your breach of these Terms or of the law.

The App is subject to United States export control and sanctions laws. You may not use, export, re-export or transfer it in breach of those laws, including to any country, region or person subject to United States sanctions, or for any use those laws prohibit. We may block access from any place where we believe offering the App would break such laws.

These Terms, and any dispute arising out of or relating to them or the App, are governed by the laws of the State of New York, United States, without regard to conflict-of-law rules, and by the Federal Arbitration Act for the Dispute Resolution and Arbitration section. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Any claim that is not arbitrated is heard only in the state or federal courts located in New York County, New York, and you and we consent to their jurisdiction.

If you are a Consumer outside the United States, you keep the protection of the mandatory laws of the place where you live, and you may bring a claim in the courts there.

Talk to us first. Before starting formal proceedings, email support@eclipsepublishingstudios.com with your name, the email on your Account, a description of the dispute and the resolution you want. We will do the same by emailing you. Both of us agree to try in good faith to resolve it informally for 60 days, and any time limit for bringing the claim is paused during that time.

Binding individual arbitration. If we cannot resolve it informally, any dispute, claim or controversy arising out of or relating to these Terms or the App, including whether this agreement to arbitrate applies or is enforceable, will be settled by binding arbitration administered by the American Arbitration Association ("AAA") under its Consumer Arbitration Rules, or its Commercial Arbitration Rules if you use the App for a business. A single arbitrator decides. The arbitrator's award may be entered as a judgment in any court with jurisdiction.

Where and how. Arbitration takes place by video or telephone, or in the county where you live, or in New York County, New York, as you choose. For claims under $10,000, either of us may choose to have it decided on written submissions alone. Fees are paid as the AAA rules provide; for Consumers, we pay the fees those rules require a business to pay.

Exceptions. Either of us may bring an individual claim in small-claims court instead, and either of us may ask a court for an injunction to stop actual or threatened infringement or misuse of intellectual property, or unauthorised access to our systems.

No class actions and no jury. Disputes are brought only in your or our individual capacity, never as a plaintiff or class member in any class, collective, consolidated or representative proceeding, and the arbitrator may not combine more than one person's claims or award relief to anyone but the individual party. If this waiver is found unenforceable for a particular claim, that claim alone proceeds in court, after the arbitration of any other claims. Where a claim proceeds in court, you and we waive any right to a jury trial.

Many similar claims. If 25 or more similar demands for arbitration are brought against us, or by us, by or with help from the same lawyers or organisation, they are administered under the AAA's rules for mass or multiple case filings, in batches of no more than 50, and the parties agree to cooperate in good faith to resolve them efficiently. Any time limit for claims waiting in a later batch is paused.

Time limit. Where the law allows, any claim must be brought within one year after it arises, or it is permanently barred.

Your right to opt out. You may opt out of this arbitration agreement by emailing support@eclipsepublishingstudios.com with the subject line "Arbitration Opt-Out" within 30 days of first accepting these Terms, including your name and the email on your Account. Opting out does not affect anything else in these Terms or your use of the App.

Changes to this section. If we change this section, the change does not apply to a dispute either of us had already told the other about, and you may reject the change by emailing us within 30 days of it taking effect.

Some laws give you rights that these Terms cannot take away. Where any part of these Terms conflicts with such a law, that part applies only as far as the law allows, and the rest still applies.

• California. Under California Civil Code Section 1789.3, California users are entitled to this notice: the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs can be contacted in writing at 1625 North Market Blvd., Suite N 112, Sacramento, California 95834, or by telephone at (916) 445-1254 or (800) 952-5210.
• New Jersey. Nothing in these Terms limits any right a New Jersey Consumer has under the New Jersey Truth-in-Consumer Contract, Warranty and Notice Act, and exclusions or limits that New Jersey law does not allow do not apply to New Jersey Consumers.
• European Union and United Kingdom. Consumers keep their statutory rights, including the right to withdraw described in the Refund Policy and the right to digital content and services that conform to the contract. Consumers in the European Union may also use the European Commission's list of dispute resolution bodies; we are not obliged to take part in alternative dispute resolution and do not currently do so.
• Australia. Goods and services come with guarantees under the Australian Consumer Law that cannot be excluded.
• Canada and Quebec. Consumers keep the protection of the consumer protection laws of their province, and Quebec Consumers are not bound by the arbitration agreement or class action waiver.

The App. We may add, change or remove features and Online Services at any time. If a change during a period you have paid for takes away a significant part of what your Paid Plan includes, we tell you beforehand, and you may cancel and receive a refund of the unused part of what you prepaid.

These Terms. We may update these Terms. The date at the top always shows when they last changed. For a change that materially affects your rights or what you pay, we tell you in the App or by email at least 30 days before it takes effect, and may ask you to accept the new Terms. Continuing to use the App after a change takes effect means you accept it. If you do not accept a change, stop using the App and cancel any Paid Plan before it takes effect; if the change affects a period you have already paid for, you may ask for a refund of the unused part.

You agree that these Terms, your acceptance of them, and notices, receipts, reminders and other communications may be given electronically, in the App or by email to the address on your Account, and that they satisfy any legal requirement for a writing or signature. A notice to you is given when it is sent. Keep your email address current. Notices to us must be emailed to support@eclipsepublishingstudios.com. We keep a record of when you accepted these Terms, and which version.

• Entire agreement. These Terms, with the Privacy Policy, the Refund Policy and the details shown at purchase, are the whole agreement between you and us about the App, and replace any earlier agreement about it.
• Severability. If any part is found unenforceable, it is changed only as far as needed to make it enforceable, and the rest stays in effect.
• No waiver. Not enforcing a part of these Terms is not a waiver of it.
• Assignment. You may not transfer these Terms or your Account without our written consent. We may transfer them to an affiliate or in connection with a merger, acquisition, reorganisation or sale of assets, and we will tell you if we do.
• Events beyond our control. We are not responsible for delay or failure caused by events beyond our reasonable control, including outages of the services the App relies on, internet failures, natural disasters, war, government action or labour disputes.
• Relationship. Nothing in these Terms creates a partnership, joint venture, agency, employment or fiduciary relationship.
• No third-party rights. Nobody other than you and us may enforce these Terms.
• Language. These Terms are written in English. A translation is for convenience only, and the English version controls where the law allows.

Questions about these Terms, billing, or your Account:

Eclipse Publishing & Game Studios LLC
State of New York, United States
Legal and notices: support@eclipsepublishingstudios.com
Support: support@eclipsepublishingstudios.com or eclipsepublishingstudios.com/support
Orders, receipts and refunds: link.com