Legal Information

Customer Terms of Service

These terms form a binding contract between you (the "Customer") and Tallyfy, Inc. ("Tallyfy"). By using Tallyfy's services, you agree to these terms.

Key Definitions

• Services - Tallyfy's business process management tools, platform, and associated applications
• Customer - The organization that has entered into an agreement with Tallyfy
• Authorized Users - Individuals granted access to a Workspace by the Customer
• Workspace - The Customer's instance of the Services
• Customer Data - All data, content, and materials submitted through the Services

Who is the Customer?

If you are registering for or using the Services on behalf of an organization, you represent and warrant that:

• You have authority to bind that organization to these terms
• The organization agrees to be bound by these terms
• References to "you" and "Customer" refer to that organization

If you are using the Services as an individual, references to "Customer" refer to you personally.

Roles & Authorization

Customers designate Authorized Users who may access and use the Services on Customer's behalf. Customer is responsible for:

• All actions taken by Authorized Users
• Maintaining the confidentiality of login credentials
• Promptly notifying Tallyfy of any unauthorized access
• Ensuring Authorized Users comply with these terms

Subscription Ordering

Customers may order subscriptions through:

• Online registration at tallyfy.com
• Execution of a separate order form
• Purchase through authorized resellers or partners

Beta Testing & Feedback

Beta Features: Customers may be invited to participate in beta testing of new features or services. Beta features are provided "as is" without warranty and may be modified or discontinued at any time.

Feedback License: Any feedback, suggestions, or ideas provided to Tallyfy regarding the Services grants Tallyfy an unlimited, royalty-free, perpetual, irrevocable license to use, modify, and incorporate such feedback into the Services without compensation or attribution.

Non-Tallyfy Products

The Services may integrate with or provide access to third-party products, services, or applications ("Non-Tallyfy Products"). Tallyfy makes no representations or warranties regarding Non-Tallyfy Products and is not responsible for their functionality, availability, or content.

Payment Obligations

Non-Cancellable Fees: Subscription fees are non-cancellable once the subscription period begins. Customers are obligated to pay all fees for the full subscription term.

Tax Responsibility: All fees are exclusive of taxes. Customer is responsible for all applicable taxes, duties, and government-imposed charges, except for taxes based on Tallyfy's net income.

Consequences of Non-Payment: Failure to pay fees when due may result in:

• Account downgrade to read-only status
• Suspension of access to Services
• Accrual of late payment charges
• Termination of Services

Customer Data Ownership & Protection

Customer Ownership: Customer retains all right, title, and interest in and to Customer Data. Tallyfy does not claim ownership of Customer Data.

Data Protection: Tallyfy implements reasonable security measures to protect Customer Data from unauthorized access, use, or disclosure. However, no system is completely secure, and Tallyfy cannot guarantee absolute security.

Data Deletion: Upon termination of Services, Tallyfy will delete Customer Data in accordance with its data retention policies, except as required by law or as necessary to resolve disputes.

Liability Limitations

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

NO LIABILITY FOR CONSEQUENTIAL DAMAGES: Tallyfy shall not be liable for any indirect, incidental, consequential, special, or punitive damages, including but not limited to:

• Loss of profits or revenue
• Loss of data or information
• Business interruption
• Loss of business opportunities

AGGREGATE LIABILITY CAP: Tallyfy's total liability under these terms shall not exceed the fees paid by Customer in the twelve (12) months preceding the claim.

CRITICAL: NO RESPONSIBILITY FOR PII: Tallyfy explicitly assumes no responsibility whatsoever for personally identifiable information (PII) or sensitive data that Customer or Authorized Users enter into the system. Customer is solely responsible for:

• Determining what data to input into the Services
• Ensuring appropriate safeguards for sensitive information
• Complying with all applicable data protection laws
• Managing access controls and user permissions

Warranties & Disclaimers

Tallyfy warrants that the Services will perform substantially in accordance with the applicable documentation during the subscription term.

EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, TALLYFY PROVIDES THE SERVICES "AS IS" WITHOUT WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

Special Provisions for Specific Customers

The following provisions apply to specific customer types:

U.S. Government Entities

The Services are commercial computer software. Federal government end users acquire the Services with only those rights set forth in these terms.

State & Local Government

Additional terms may apply based on state procurement laws and regulations. Contact Tallyfy for state-specific supplements.

Healthcare Organizations (HIPAA)

Healthcare organizations must execute a separate Business Associate Agreement (BAA) for HIPAA compliance. The Services are not HIPAA-compliant without an executed BAA.

Educational Institutions

Educational institutions may be subject to additional terms regarding student data privacy and FERPA compliance.

Patent Assertion Entities

Customers that are patent assertion entities may not use the Services to pursue patent infringement claims against Tallyfy or its customers.

Term & Termination

These terms remain in effect for the duration of the subscription term. Upon termination:

• Customer's access to the Services will be terminated
• Customer Data will be made available for export for a limited period
• Sections regarding confidentiality, liability, and indemnification survive termination

Confidentiality

Each party agrees to protect the other party's Confidential Information using at least the same degree of care used to protect its own confidential information. Confidential Information may only be disclosed to employees and contractors who have a need to know and are bound by confidentiality obligations.

Compelled Disclosure: A party may disclose Confidential Information as required by law, provided the disclosing party gives prompt notice to allow the other party to seek protective measures.

General Provisions

Customer Reference: Customer grants Tallyfy the right to use Customer's name and logo in marketing materials, subject to Customer's opt-out right upon written notice.

Force Majeure: Neither party shall be liable for failures or delays caused by circumstances beyond its reasonable control, including natural disasters, acts of government, or internet disruptions.

Governing Law: This Agreement is governed by the laws of the State of Missouri, without regard to conflict of laws principles. Exclusive jurisdiction and venue reside in the state or federal courts located in St. Louis County, Missouri.

Jury Trial Waiver: BOTH PARTIES WAIVE THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY IN ANY ACTION ARISING FROM THESE TERMS.

Modifications to Terms

Tallyfy may modify these terms from time to time. Continued use of the Services following notification of changes constitutes acceptance of the modified terms.

Contact Information

For questions about these terms or to request additional information, please contact:

Tallyfy, Inc.
Attn: Legal Department
911 Washington Avenue, Suite 500
St Louis, MO 63101
United States
Email: hey@tallyfy.com
Support: support@tallyfy.com