Terms of Service — IOLTAWatch

Please read these Terms carefully before using IOLTAWatch. By creating an account, you agree to be bound by these Terms. If you do not agree, do not use the Service.

1. Who We Are

IOLTAWatch is a product of Verona Strategic LLC, a Florida limited liability company ("Company," "we," "us," or "our"). References to "IOLTAWatch" or the "Service" mean the web application available at ioltawatch.com and any related software, tools, and communications provided by us.

2. What the Service Does

IOLTAWatch is an automated monitoring and reconciliation tool. The Service:

Connects to your IOLTA trust account via Plaid's read-only API to retrieve your bank balance nightly;
Compares that balance against ledger totals and client sub-ledger balances you provide;
Sends you an alert by email if a discrepancy is detected;
Generates a reconciliation worksheet in a format designed to support compliance with your state bar's trust account rules.

The Service does not track outstanding checks or deposits in transit; you must identify and apply outstanding items before certifying a reconciliation.

What the Service does not do: IOLTAWatch does not provide legal advice. It does not guarantee that your trust account is in compliance with any applicable bar rule. It does not replace the attorney's legal obligation to personally review, complete, and certify each reconciliation. The generated worksheet is a starting point — not a finished compliance document — until you have reviewed it, added any outstanding checks and deposits in transit, and signed it.

2a. California Features (California Addendum)

For accounts designated as California accounts, the Service provides additional monitoring aligned with the State Bar of California's Client Trust Account Protection Program (CTAPP). Specifically, the Service tracks the 14-day client notification deadline and flags matters with no activity for 45 or more days after a deposit. These features operate based solely on the transactions you enter into the Service.

The Service does not file CTAPP registration, the self-assessment, or the certification with the State Bar on your behalf, and it does not determine whether any funds are disputed. Those filings and legal determinations remain your responsibility. Matters imported by CSV are not flagged by the 45-day check until a deposit transaction is entered for that matter.

The Service provides reconciliation and record-organization tools based on the information you enter. It does not by itself constitute, and the Company does not guarantee that its records satisfy, the written journal, client ledgers, or other records that California Rule of Professional Conduct 1.15 requires you to maintain. Responsibility for keeping complete and accurate trust accounting records in the form your rules of professional conduct require remains solely yours.

3. Attorney's Responsibility

You are solely responsible for:

Reviewing each reconciliation generated by the Service before treating it as a compliant record;
Adding outstanding checks, deposits in transit, and any other adjustments required by your state bar's rules;
Signing and certifying each reconciliation as required by applicable bar rules;
Ensuring that the ledger data you upload to the Service is accurate and complete;
Verifying that the Service's output satisfies your specific state bar's current format and retention requirements;
Complying with all applicable rules of professional conduct, including those governing trust account recordkeeping.

No automated monitoring tool eliminates the attorney's professional responsibility. A discrepancy that occurs between nightly reconciliation runs, a failure in email delivery, or a data entry error on your part remains your responsibility.

4. Disclaimer of Warranties

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO:

WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE;
WARRANTIES THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE;
WARRANTIES THAT ALERTS WILL BE DELIVERED WITHIN ANY PARTICULAR TIMEFRAME;
WARRANTIES THAT THE SERVICE'S OUTPUT WILL SATISFY ANY STATE BAR'S SPECIFIC FORMAT OR COMPLIANCE REQUIREMENTS.

We do not warrant that any particular reconciliation worksheet generated by the Service will be accepted by any state bar, regulatory body, or court as a compliant record.

5. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW:

THE COMPANY'S TOTAL LIABILITY TO YOU FOR ANY CLAIM ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE TOTAL FEES YOU PAID TO THE COMPANY IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM;
IN NO EVENT SHALL THE COMPANY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOSS OF DATA, LOSS OF PROFESSIONAL LICENSE OR STANDING, BAR DISCIPLINE, OR REPUTATIONAL HARM, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Some jurisdictions do not allow the exclusion of certain warranties or limitation of certain damages. In such jurisdictions, the above limitations apply to the fullest extent permitted by law.

5a. Indemnification

You agree to indemnify, defend, and hold harmless the Company and its members, officers, and agents from and against any third-party claim, demand, action, or proceeding, including reasonable attorneys' fees and costs, arising out of or related to: (a) your use of the Service; (b) your management of, or failure to manage, your trust account, including any violation of applicable bar rules or fiduciary obligations; (c) the data, records, or content you submit to the Service; or (d) your breach of these Terms. This obligation does not apply to the extent a claim results from the Company's gross negligence or willful misconduct.

6. Alert Delivery and Bank Data Synchronization

The Service is designed to send email alerts when a reconciliation discrepancy is detected during the nightly reconciliation run, which is scheduled for approximately 2:00 AM Central Time. Alert delivery depends on third-party email infrastructure and is not guaranteed. You should not rely on IOLTAWatch as your sole means of detecting trust account discrepancies. The Company is not liable for any harm resulting from a failure to deliver, a delay in delivering, or the misdirection of any alert email.

Bank data synchronization: The Service retrieves your bank balance via Plaid. Plaid connections may expire, be revoked, or fail due to factors outside our control, including bank-side maintenance, security re-authentication requirements, or Plaid service interruptions. If a synchronization failure prevents the Service from retrieving your bank balance, the nightly reconciliation for that period will not complete and no alert will be generated. The Service will notify you by email if a Plaid connection failure is detected; however, such notification is not guaranteed. You are responsible for monitoring your Plaid connection status in your dashboard and for initiating re-authentication promptly when prompted. The Company is not liable for any harm arising from a failure of the Plaid connection, a Plaid service interruption, or a missed reconciliation resulting from a synchronization failure.

Force majeure: The Company is not liable for any failure or delay in performance caused by events beyond its reasonable control, including but not limited to hosting or cloud infrastructure outages, internet or telecommunications failures, natural disasters, acts of government, labor disputes, epidemics, utility failures, war, or terrorism. The Company's obligations are suspended for the duration of any such event.

7. Billing, Subscriptions, and Refunds

The Service is billed as a monthly subscription at the rate displayed at the time of your registration. By providing your payment information, you authorize the Company to charge your payment method on a recurring monthly basis until you cancel.

30-Day Money-Back Guarantee: If you are not satisfied with the Service, you may request a full refund of your first month's subscription fee within 30 calendar days of your initial payment date by emailing support@ioltawatch.com. After 30 days, all charges are final and non-refundable except as required by applicable law. The guarantee applies only to the first month's fee and does not apply to subsequent monthly charges. If your first month was free under a promotional code, the guarantee applies to your first charged payment and the 30-day window runs from the date of that first charge.

You may cancel your subscription at any time, immediately and on a self-serve basis, through the billing portal in your dashboard. No phone call, email, or other contact with the Company is required to cancel. Cancellation takes effect at the end of the current billing period, and you will retain access to the Service through the end of the period for which you have paid.

8. Data, Privacy, and Retention

Your use of the Service is also governed by our Privacy Policy, which is incorporated into these Terms by reference.

Bank data: The Service accesses your bank account in read-only mode via Plaid. We do not store your bank login credentials. We store an encrypted Plaid access token sufficient to retrieve your balance and transaction data.

Active subscription — data retention: While your subscription is active, the Company retains your reconciliation records for the duration of your subscription. The Company makes commercially reasonable efforts to retain these records for the period required by your applicable state bar rules; however, this retention is not guaranteed and is contingent on your continued subscription.

On cancellation: Upon cancellation of your subscription, monitoring, reconciliation, and alerting stop at the end of the paid billing period. You may continue to log in to view and export your reconciliation records, or request an export by emailing support@ioltawatch.com. Your reconciliation records are retained for at least six (6) years from the date each record was generated, to support your bar recordkeeping obligations. After that period, the Company reserves the right to permanently delete records associated with canceled accounts upon at least thirty (30) days notice by email to the address associated with your account. To request earlier permanent deletion of your data, contact privacy@ioltawatch.com. Deletion requests are fulfilled within 30 days, subject to any legal retention obligations. You are solely responsible for exporting and retaining copies of your reconciliation records to satisfy your state bar's recordkeeping requirements. The Company recommends exporting all reconciliation PDFs promptly upon cancellation.

Legal compulsion: In the event the Company receives a legally binding subpoena, court order, or other compulsory legal process requiring disclosure of your data, the Company will comply with such process. Unless prohibited by law or by the terms of the legal process itself, the Company will provide you with prompt notice of the request and a reasonable opportunity to seek a protective order or move to quash before the Company produces the requested records.

9. Security Incidents

In the event of a confirmed security incident involving unauthorized access to your data, the Company will notify you by email within 72 hours of our determination that a breach has occurred, or sooner if required by applicable law. Notification will be sent to the email address associated with your account. The 72-hour period begins upon our internal determination that a breach has occurred, not upon the date of the incident itself.

10. Acceptable Use

You agree not to use the Service to:

Violate any applicable law or regulation;
Attempt to gain unauthorized access to any system or data;
Transmit malicious code or interfere with the Service's operation;
Resell or sublicense access to the Service without written permission.

The Company reserves the right to suspend or terminate your account immediately for violation of these restrictions.

11. Termination

Either party may terminate the subscription at any time. Cancellation by you is governed by Sections 7 and 8, including your continued ability to export your records. The Company reserves the right to suspend or terminate your access immediately, without prior notice, if you breach these Terms; in that case your right to access the Service ceases immediately, and record export is available by written request to support@ioltawatch.com. If the Company discontinues the Service, we will provide at least thirty (30) days notice by email and an opportunity to export your reconciliation records before discontinuation. Data retention and deletion following any termination are governed by Section 8.

12. Changes to These Terms

The Company may update these Terms from time to time. We will notify you of material changes by email to the address associated with your account at least 14 days before the changes take effect. Your continued use of the Service after the effective date of updated Terms constitutes your acceptance of the changes. If you do not agree to the updated Terms, you must cancel your subscription before the effective date.

13. Governing Law and Dispute Resolution

These Terms are governed by the laws of the State of Florida, without regard to its conflict of law principles. Any dispute arising out of or relating to these Terms or the Service that cannot be resolved informally shall be submitted to binding arbitration in Miami-Dade County, Florida, administered by the American Arbitration Association under its Commercial Arbitration Rules, Expedited Procedures. The parties acknowledge that Customer's use of the Service is in a professional and commercial capacity and that these Terms constitute a commercial agreement. In any arbitration or proceeding arising out of these Terms, the prevailing party shall be entitled to recover its reasonable attorneys' fees and costs. Class action waiver: You and the Company agree that any claim may be brought only in an individual capacity, and not as a plaintiff or class member in any purported class, collective, consolidated, or representative proceeding. The arbitrator may not consolidate more than one party's claims. Nothing in this section prevents either party from seeking emergency injunctive relief in a court of competent jurisdiction.

14. Entire Agreement

These Terms, the Privacy Policy, and any state-specific disclaimers presented and accepted at registration (including the California disclaimer) together constitute the entire agreement between you and the Company regarding the Service and supersede all prior agreements and understandings. You acknowledge that you have not relied on any statement or representation not contained in these Terms in deciding to use the Service. If any provision of these Terms is found to be unenforceable, the remaining provisions will continue in full force and effect.

15. Contact

Questions about these Terms: support@ioltawatch.com