Terms of Use

Effective Date: November 10th, 2025
Last Updated: July 21st, 2026

Definitions

• "Clams," "we," "us," "our" mean Clams LLC, the provider of the Software and Services, with the address in the Contact section.
• "Software" means the Clams application and command-line interface.
• "Services" means the Software, the API, and any Enterprise Services.
• "Enterprise Services" means implementation, integration, deployment support, and related services provided under a separate agreement.
• "Customer," "you," "your" mean the person or organization using Clams.
• "Licensed User" means one email address with access to an Instance.
• "Instance" means a single installation or account of Clams.
• "Profile" means one distinct set of books.
• "Customer Data" means the data you import, connect, or create in Clams, including transactions, balances, notes, and reports.
• "Output" means the reports, exports, dashboards, journal entries, calculations, classifications, and other results Clams generates from Customer Data.

1. License Grant

1.1 Standard License

A Standard license costs $199 USD per licensed user per year. A licensed user is one email address with access to a Clams instance. Each license includes capacity for three profiles on one instance, where a profile is one distinct set of books. Profile capacity is assigned to a single instance and is shared by that instance's licensed users; additional instances require their own profile capacity. Additional profiles are billed per the schedule published at clams.tech/pricing, in effect when you purchase or start a new term. A Standard license has a fixed term of 12 months and does not renew automatically. The license ends at the end of its term unless you purchase a new term. After a license expires, you can still read and export data you have already created, but you cannot create new records until you purchase a new term.

1.2 Reading Your Data

Access to read and export data you have already created does not require an active license. An active license is required to create new records, for example adding wallet connections or syncing new activity. You can read and export your existing data for as long as your deployment and that data remain available, subject to these Terms, security and legal requirements, and applicable retention and deletion policies. You are responsible for maintaining your own backups and exports.

1.3 Enterprise Agreements

Enterprise engagements, including deployment support, integrations, and custom development, are governed by a separate written agreement and statement of work. Request a quote to get started. Where a signed enterprise agreement applies, it controls over these terms for that customer.

1.4 Billing and Payment

Card payments are processed by Stripe. Bitcoin Lightning is accepted for payments. Fees are exclusive of applicable taxes, which are your responsibility. Licenses have a fixed 12-month term and do not renew automatically; to continue creating new records after a term ends, you purchase a new term. If a payment fails or is reversed, we may suspend the creation of new records until payment is resolved. Fees are non-refundable except as described in sections 1.5 and 6 or where required by law. After a term ends you retain read and export access per section 1.2.

1.5 Money-Back Guarantee

Your first purchase of a Standard license includes a 14-day money-back guarantee. If Clams is not what you hoped, email support@clams.tech within 14 days of that first purchase and we will refund it in full, including any additional profiles purchased within that 14-day window. Refunds are issued in the original payment method and amount: card payments are refunded via Stripe, and Bitcoin Lightning payments are refunded in Bitcoin. The guarantee applies once per customer, to your first purchase only; it does not apply to renewal terms or to purchases made after the window closes. Upon refund, the license ends and the right to create new records ceases; read and export access to data you have already created continues per section 1.2.

2. Permitted Use

2.1 What You Can Do

• Install and use Clams for the purposes described in your license
• Connect your Bitcoin wallets and sync transaction data
• Generate accounting reports and tax reports
• Create backups of your data

2.2 What You Cannot Do

• Resell, redistribute, or sublicense the software
• Use the software for illegal activities
• Remove or modify proprietary notices
• Use the software beyond the scope of your license

2.3 Use on Behalf of Clients

If you use Clams on behalf of clients, you represent that you have the authority and consents needed to process their data, connect their wallets, nodes, and accounts, invite users, and generate reports. You remain responsible for your client engagement letters, professional obligations, client communications, licensing, and compliance with applicable professional rules. No client is a third-party beneficiary of these Terms unless agreed in writing.

3. Your Data

3.1 Ownership and Privacy

• You own all your transaction data
• By default, Clams processes your data locally on your device
• If you connect to a remote server you run, your data is stored on that server
• We do not sell or share your data. See our Privacy Policy for details.
• You are responsible for securing your wallet credentials and data

3.2 Our Intellectual Property

Clams owns the Software, Services, documentation, APIs, templates, dashboards, connectors, know-how, and all related intellectual property, excluding your data. You own your data. Any feedback or suggestions you provide may be used by Clams without restriction or obligation to you.

4. Disclaimers

4.1 Not Financial Advice

Clams provides accounting tools but does not constitute tax, legal, or financial advice. Always consult qualified professionals for advice specific to your situation.

4.2 Use At Your Own Risk

While we strive for accuracy in all calculations, the accounting reports, tax outputs, and other documents Clams generates are tools to assist you and do not constitute tax, accounting, or legal advice. You are responsible for reviewing all reports and tax outputs, and for having them reviewed by a qualified professional before relying on them or filing them with any authority. Always verify important calculations independently.

This applies to all deployment methods.

4.3 Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, CLAMS AND ITS DEVELOPERS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUES, OR DATA ARISING FROM YOUR USE OF THE SOFTWARE.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, CLAMS' TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SOFTWARE, SERVICES, ENTERPRISE SERVICES, OUTPUTS, REPORTS, OR THESE TERMS WILL NOT EXCEED THE AMOUNTS YOU PAID TO CLAMS FOR THE APPLICABLE SERVICE IN THE TWELVE MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR $100 IF YOU USED A FREE, TRIAL, BETA, OR EVALUATION SERVICE.

4.4 No Warranty

THE SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

4.5 No Liability for Tax and Accounting Outcomes

TO THE MAXIMUM EXTENT PERMITTED BY LAW, CLAMS WILL NOT BE LIABLE FOR TAXES, PENALTIES, INTEREST, ADDITIONS TO TAX, AUDIT ADJUSTMENTS, REJECTED FILINGS, TAX-AUTHORITY DETERMINATIONS, ACCOUNTING RESTATEMENTS, VALUATION DISPUTES, INVESTOR, LENDER, OR BOARD REPORTING DECISIONS, OR PROFESSIONAL FEES ARISING FROM YOUR USE OF, RELIANCE ON, OR FAILURE TO USE OUTPUTS, REPORTS, DASHBOARDS, EXPORTS, CALCULATIONS, CLASSIFICATIONS, OR DELIVERABLES.

4.6 No Custody or Money Transmission

Clams is an accounting and reporting tool. Clams does not custody digital assets, hold private keys, initiate or sign transactions, broker trades, provide exchange services, provide wallet services, or act as a money transmitter. You are responsible for safeguarding your wallet credentials, node credentials, API keys, macaroons, runes, descriptors, xpubs, and other access materials, and for granting Clams only the permissions you intend to grant.

4.7 Customer Responsibility for Accounting, Tax Positions, and Filings

Clams is a software, data-processing, integration, reporting, and implementation tool. Clams does not prepare, sign, file, approve, certify, or guarantee tax returns, financial statements, audit reports, attestations, legal opinions, tax opinions, tax positions, or accounting positions. Reports, exports, dashboards, journal entries, cost-basis calculations, reconciliations, classifications, and other outputs are generated from the data, integrations, assumptions, methods, configurations, and inputs you supply, select, or approve. You are solely responsible for reviewing all outputs, maintaining supporting records, selecting applicable accounting and tax methods, obtaining review by a qualified accountant, auditor, tax professional, or legal adviser, and deciding whether and how to use any output in your books, filings, audits, financial statements, investor or lender reporting, or other compliance or business matters.

4.8 No Guarantee of Acceptance

Clams does not warrant or guarantee that any output, report, export, calculation, classification, cost-basis result, journal entry, tax position, or accounting treatment will be complete, accurate, suitable for any jurisdiction or filing, or accepted by any tax authority, auditor, regulator, investor, lender, accountant, or court.

4.9 Third-Party Services and Data

Clams depends on third-party systems you connect or that supply data, including blockchains, nodes, wallets, exchanges, payment processors, price feeds, APIs, CSV imports, and downstream tax or accounting software. These may be unavailable, incomplete, delayed, inaccurate, rate-limited, changed, or discontinued. Clams is not responsible for third-party systems or for errors caused by incomplete, inaccurate, corrupted, duplicated, delayed, or unavailable third-party data.

4.10 Beta and Experimental Features

Beta, preview, experimental, and early-access features are provided "as is" for evaluation, may be incomplete or inaccurate, and may be changed or discontinued at any time without notice. They are not covered by any service commitment.

5. Software Updates

We may release updates, patches, and new versions. Continued use of updated versions constitutes acceptance of these terms as they may be modified.

6. Termination

You can stop using Clams at any time. Standard licenses have a fixed 12-month term per licensed user and do not renew automatically; stopping early does not shorten the paid term or entitle you to a refund, except as stated below. Enterprise engagements follow the terms of the applicable agreement. Upon expiration or termination of a license, the right to create new records ceases unless you purchase a new term. Access to read and export existing data continues per section 1.2.

We may suspend or terminate your access, in whole or in part, if you fail to pay, breach these Terms, or where we reasonably believe your use creates a security, legal, sanctions, or compliance risk, or involves misuse of the Software. Where practicable and lawful, we will provide notice and an opportunity to cure.

If we terminate a paid Standard license for our convenience, rather than for any of the reasons above, we will refund the unused portion of your prepaid term on a pro-rata basis.

7. Compliance

You agree to use Clams only within the scope of your applicable license. Violation of these terms may result in termination of your license and legal action if necessary.

8. General Provisions

8.1 Entire Agreement

These terms constitute the entire agreement between you and Clams regarding use of the software.

8.2 Changes to Terms

We may modify these terms with reasonable notice. Material changes affecting licensing or pricing will be communicated directly when possible.

8.3 Governing Law

These terms are governed by the laws of the State of Florida, United States, without regard to conflict of law principles.

8.4 Severability

If any provision is found unenforceable, the remainder of these terms remains in effect.

8.5 Mandatory Rights

Nothing in these Terms limits or excludes any rights you have that cannot be waived or limited under applicable law.

9. Indemnification

You will defend, indemnify, and hold harmless Clams and its affiliates, officers, directors, employees, contractors, agents, licensors, service providers, and suppliers from any claims, losses, liabilities, damages, penalties, costs, and expenses, including reasonable attorneys' fees, arising from your data, your use of outputs, your tax, accounting, or filing decisions, your violation of law, your breach of these Terms, your clients, your use of Clams with wallets, nodes, exchanges, APIs, or systems without sufficient rights or authorization, or your instructions to Clams.

10. Sanctions and Export Controls

You may not use Clams in violation of sanctions, export controls, anti-money-laundering laws, or other applicable laws, including use by or for sanctioned persons, blocked persons, or comprehensively sanctioned jurisdictions where prohibited. Clams may suspend or terminate your access where it reasonably believes your use may violate law or expose Clams to legal, sanctions, security, or compliance risk.

11. Confidentiality

Each party may receive confidential information of the other, including pricing, non-public product details, business plans, and information exchanged while scoping an Enterprise engagement. The receiving party will use the other's confidential information only to perform under these Terms and will protect it with reasonable care. This does not apply to information that is public through no fault of the receiving party, already known, independently developed, or required to be disclosed by law.

Contact

Contracting entity: Clams LLC, 7901 4th St N, Ste 300, St. Petersburg, FL 33702, USA

Enterprise: enterprise@clams.tech

General questions: hello@clams.tech

Website: clams.tech

By using Clams, you acknowledge that you have read, understood, and agree to be bound by these Terms of Use.