These terms are an agreement between Consolidt LLC, a Colorado limited liability company, and the organization that creates a Consolidt account. If you are accepting these terms on behalf of a company, you confirm you are authorized to bind it. If you do not agree, do not use the service.
Consolidt reads accounting data from systems you connect, performs consolidation calculations including intercompany eliminations and noncontrolling interest, and produces consolidated statements and a downloadable workbook. Consolidt is a reporting and computation tool. It is not your system of record and it does not replace your general ledger.
Consolidt is currently in private beta. Features may change, break, or be withdrawn. Availability is not guaranteed and no service level is promised. Beta and design-partner access is provided free of charge unless a separate written agreement says otherwise, and either party may end it at any time.
This is the most important term in this agreement, so it is not buried.
Consolidt computes results from the data you connect and the configuration you supply. Its output depends entirely on the correctness of your underlying books, your account mapping, your entity structure, and your intercompany and consolidation judgments. Consolidt validates that a consolidation balances and ties out. A passing tie-out means the arithmetic is internally consistent. It does not mean the numbers are right. A consolidation can balance and still be wrong, for example where a required elimination was never identified.
You are solely responsible for reviewing Consolidt's output before relying on it, before providing it to lenders, investors, auditors, or regulators, and before using it in any filing. Consolidt does not provide accounting, audit, assurance, tax, legal, or investment advice, and using it does not create an accountant-client or advisory relationship. Judgments such as whether an entity must be consolidated, whether a variable interest entity exists, and how a management fee is characterized are yours and your advisors' to make.
As between us, you own your data: your accounting data, your configuration, and the output Consolidt generates from them. You grant Consolidt a limited, non-exclusive license to access, process, transmit, and display that data solely to provide the service to you and to support you.
We will not use your financial data to train machine learning models, will not sell it, and will not disclose it except as described in the Privacy Policy. We may use aggregated, de-identified information that cannot reasonably be traced to you or your organization to improve the service.
You are responsible for having the right to connect the data you connect. If the books belong to a client or an affiliate rather than to you, you confirm you are authorized to grant access.
Account-level data only. Consolidt is built to receive account-level accounting data: trial balances, charts of accounts, and the entity and period information that goes with them. You agree not to submit, and not to connect a system in a way that transmits, any protected health information as defined by HIPAA, any Social Security or other government identification number, any payment card number, or any bank account credential. None of that is needed to consolidate a set of books. If your chart of accounts identifies individual patients or clients by name, summarize those accounts before connecting or uploading. Consolidt is not a HIPAA business associate and does not receive protected health information in the ordinary operation of the service.
Do not use Consolidt to break the law or to misrepresent financial results. Do not attempt to access another organization's data, probe or circumvent security controls, reverse engineer the service except to the extent that restriction is unenforceable where you live, resell or provide the service to third parties without our written agreement, or upload malicious code.
Consolidt connects to services you authorize, including QuickBooks Online. Your use of those services is governed by your agreement with the provider, not by this one. We are not responsible for their availability, accuracy, or changes to their interfaces. Revoking access at the provider will stop Consolidt from working with that data.
Paid plans, when introduced, will be governed by the pricing and terms presented at the time you subscribe. Nothing in these terms obligates you to pay for the beta.
Consolidt, including the software, the consolidation engine, the interface, and the CONSOLIDT name and marks, is owned by Consolidt LLC and its licensors. These terms grant you a limited, revocable, non-exclusive, non-transferable right to use the service while this agreement is in effect. No other rights are granted. Feedback you send us may be used freely without obligation to you.
Each party may receive non-public information from the other. Both parties agree to protect the other's confidential information with at least reasonable care and to use it only for purposes of this agreement. Your accounting data is your confidential information.
EXCEPT AS EXPRESSLY STATED, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE, OR THAT ITS OUTPUT WILL BE ACCURATE OR COMPLETE.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST DATA, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY.
CONSOLIDT LLC'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICE, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER THEORY, AND REGARDLESS OF THE NUMBER OF CLAIMS, WILL NOT EXCEED THE LESSER OF (A) THE AMOUNTS YOU PAID US FOR THE SERVICE IN THE TWELVE MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR (B) TWENTY-FIVE THOUSAND U.S. DOLLARS ($25,000). WHERE THE SERVICE HAS BEEN PROVIDED FREE OF CHARGE, INCLUDING DURING THE BETA AND UNDER ANY DESIGN-PARTNER ARRANGEMENT, THAT CAP IS ONE HUNDRED U.S. DOLLARS ($100).
ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICE MUST BE BROUGHT WITHIN ONE (1) YEAR AFTER THE CLAIM ACCRUES, OR IT IS PERMANENTLY BARRED.
These limits do not apply to either party's liability for fraud, willful misconduct, or anything else that cannot be limited under applicable law. The parties agree these allocations of risk are a material basis of the bargain and that the fees, including a fee of zero, reflect them.
You will defend, indemnify, and hold harmless Consolidt LLC and its members, officers, and agents against any third-party claim, loss, liability, or expense, including reasonable attorneys' fees, arising from your data, your use of or reliance on the service or its output, your provision of that output to any third party including lenders, investors, auditors, or regulators, your breach of these terms, or your lack of authority to connect data you connected.
Read this section. It affects how disputes are resolved and waives your right to a jury trial and to participate in a class action.
Any dispute, claim, or controversy arising out of or relating to this agreement or the service, including its formation, breach, termination, enforceability, or validity, will be resolved by final and binding arbitration administered by JAMS under its Streamlined Arbitration Rules and Procedures, rather than in court.
If the class waiver above is held unenforceable as to any claim, that claim alone is severed and proceeds in court, and the remainder stays in arbitration. If arbitration is held unenforceable entirely, section 16 governs.
Either party may terminate at any time, for any reason or none. We may suspend or terminate access immediately if we believe the service is being used in breach of these terms or in a way that creates risk for us or another customer. You may close your account by emailing us. On termination we will delete your account data, including stored connection credentials and configuration, and will confirm when it is done. Sections that by their nature should survive, including sections 3, 4, 9, 10, 11, 12, 13, and 14, survive termination.
These terms are governed by the laws of the State of Colorado, without regard to its conflict of laws rules, and excluding the United Nations Convention on Contracts for the International Sale of Goods. Subject to section 14, the state and federal courts located in Denver County, Colorado will have exclusive jurisdiction, and both parties waive any objection to venue there and, to the extent permitted by law, waive any right to a jury trial.
These terms, together with the Privacy Policy, are the entire agreement between us on this subject and replace any earlier understanding. If a provision is unenforceable, the rest remains in effect. Neither party's failure to enforce a provision waives it. You may not assign this agreement without our consent; we may assign it in connection with a merger, acquisition, or sale of assets. Nothing here creates a partnership, agency, or employment relationship.
If we materially change these terms, we will notify account holders by email before the change takes effect and update the date at the top of this page. Continuing to use Consolidt after that means you accept the change.
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Consolidt LLC, 992 S 4th Ave, Unit 100, PMB 448, Brighton, CO 80601, United States