Terms of Use

TALLYFY, INC. (“LICENSOR”) AGREES TO LICENSE ITS WEB-BASED (CLOUD) SOFTWARE FOR RUNNING SIMPLE BUSINESS PROCESSES (THE “SOFTWARE”) TO USER UNDER THESE TERMS AND CONDITIONS OF THESE TERMS OF USE (THE “TOU”).

BY LICENSING AND USING THE SOFTWARE, USER AGREES TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS TOU. IF USER DOES NOT AGREE TO THE TERMS AND CONDITIONS OF THIS TOU, USER SHOULD NOT USE THE SOFTWARE.

IN THIS TOU, THE TERM “USER” MEANS AND INCLUDES THE OWNER, LESSEE, AND OPERATOR OF THE COMPUTER USED TO ACCESS THE SOFTWARE; USER’S EMPLOYER, EMPLOYEES, OFFICERS, AGENTS, AND CONTRACTORS; AND ALL OTHER PERSONS AND ENTITIES WHO USE OR LICENSE THE SOFTWARE FROM LICENSOR.

  1. License Grant. Subject to the terms and conditions stated below, and in exchange for the monthly subscription fee, User is granted a non-exclusive, non-transferrable, limited license to use the Software. The Software is only licensed to User; it is not sold to User. This license does not include the right to sublicense, distribute, sell, lend, or make derivative works of the Software.
  2. Subscription/License Fees. All subscription or license fees must be timely paid and are exclusive of federal and state taxes. It is understood that subscription or license fees may be increased annually.
  3. Termination. User may terminate this license by emailing Licensor at [email protected] Licensor may immediately terminate this TOU and the license of Paragraph 1 if User breaches any provision of this TOU. Licensor may also terminate this license for any reason, with or without cause, upon delivery of a termination notice to User five (5) days before an effective termination date. Any data User has placed in the Software will be immediately deleted upon termination, and User’s account will be permanently disabled.
  4. Ownership. The Software, including, but not limited to, all claims of copyright in the Software and all trade secrets, and all other intellectual property in the Software, are owned by Licensor. User is strictly prohibited from copying the Software, making derivative works of the Software, misappropriating any trade secrets in the Software, infringing any intellectual property in the Software, or violating any of the limitations, restrictions or prohibitions of use contained in this TOU.
  5. User Login Credentials and Acceptance of Terms. Licensor will provide Users login credentials to access the Software. In the event of a termination, Licensor will disable User’s login credentials so that Users cannot access or use the Software. User is responsible for maintaining the secrecy and security of its login credentials and the backup for any data or content placed by Licensor or Users in the Software. Licensor attempts to protect the privacy of User, as addressed in Licensor’s Privacy Policy. Licensor’s Privacy Policy is available on Licencor’s website. It is also understood that each User will agree to the terms and conditions of this TOU the first time they access and use the Software.
  6. Limitations on Use. User is strictly prohibited from reproducing, copying, transferring, selling, leasing, modifying, redistributing, loaning, altering, adapting, porting, merging, reverse engineering, translating, decompiling, tampering, disassembling, deciphering, decrypting, emulating the functionality of, reverse compiling, reducing to human readable form, creating derivative works, attempting to discover the source code, defacing or removal of trademark or copyright notices, or exporting of all or any part of the Software. Such acts are grounds for immediate termination of the license.
  7. Illegal Acts; Export Controls. User is strictly prohibited from using the Software to perform any illegal or criminal act, including, but not limited to, violating any export prohibition imposed by the United States government.
  8. Updates and Enhancements. Licensor is not obligated to provide or make available updates, upgrades, enhancements, or improvements to the Software. If Licensor does, in its discretion, make available updates, upgrades, enhancements, or improvements to the Software, such updates, upgrades, enhancements, or improvements to the Software are subject to all other terms of this TOU, unless separate terms are established in writing.
  9. User’s Computer Systems. User is solely responsible for the security and integrity of User’s computer systems, for limiting and controlling access to the Software, for the maintenance of systems and procedures needed to satisfy User’s obligation to limit access to the Software, and for procedures to maintain the secrecy of the login credentials provided by Licensor. User agrees to immediately notify Licensor if User’s login credentials are lost or stolen or if User believes an unauthorized person has discovered or used the login credentials.
  10. ERRORS OR OMISSIONS. LICENSOR HAS MADE REASONABLE EFFORTS TO ENSURE THE COMPLETENESS, ACCURACY AND ERROR-FREE OPERATION OF THE SOFTWARE; HOWEVER, BECAUSE OF THE COMPLEXITY OF COMPUTER HARDWARE AND SOFTWARE, LICENSOR CANNOT WARRANT THAT OPERATIONS USING SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT RESULTS OR OPERATIONS GENERATED BY THE SOFTWARE WILL BE ACCURATE. USER’S SOLE AND EXCLUSIVE REMEDY FOR ANY UNAVAILABILITY, NON-PERFORMANCE, OR OTHER FAILURE BY TALLYFY IN PROVIDING THE SOFTWARE IS THE RECEIPT OF “SERVICE CREDITS” AS DEFINED IN TALLYFY’S SERVICE-LEVEL AGREEMENT, WHICH IS INCORPORATED HEREIN BY REFERENCE.
  11. DISCLAIMER OF WARRANTIES. THE SOFTWARE IS PROVIDED TO USER “AS IS” AND WITH ALL FAULTS. USER AGREES THAT LICENSOR HAS MADE NO WARRANTIES TO USER OF ANY KIND REGARDING THE SOFTWARE. LICENSOR DISCLAIMS ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE SOFTWARE, ANY TEXT, DATA, AND ACCOMPANYING WRITTEN DOCUMENTATION ACCOMPANYING THE SOFTWARE, OR ANY DATA PLACED IN THE SOFTWARE.
  12. NO LIABILITY FOR CONSEQUENTIAL DAMAGES. LICENSOR WILL NOT BE LIABLE FOR ANY DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION OR OTHER PECUNIARY LOSSES, LOSS OF DATA, OR DAMAGES ARISING OUT OF LITIGATION OR GOVERNMENTAL INVESTIGATION, OR ARISING FROM THE USE OR INABILITY TO USE THE SOFTWARE, REGARDLESS OF THE FORM OF THE ACTION AND REGARDLESS OF ANY NOTICE GIVEN TO LICENSOR ABOUT THE POSSIBILITY OF SUCH DAMAGES.
  13. Indemnification. User agrees that Licensor is not responsible for any damage or other liability, including attorneys’ fees, resulting from use or misuse of the Software. User agrees to indemnify Licensor from and against any legal action for any loss, whether actual, direct, indirect, special, incidental, or consequential, due to violation of the terms of this TOU, any data or statements, or content placed in the Software by User, or use or misuse of the Software by User or any party User permits or allows to use or misuse the Software, including but not limited to loss of profits, loss of business, or interruption of business, whether in contract, tort, strict product liability or otherwise.
  14. Licensee’s Name and/or Logo. User agrees that Licensor may use User’s name and/or Logo on Licensor’s web site or other promotional materials to indicate that User uses Licensor’s Software and for use by Licensor for public relations or promotional purposes including, without limitation, case studies, blog posts, interviews, and testimonials.
  15. Changes to TOU. Licensor may, in its sole discretion, modify or revise the TOU at any time with reasonable notice to User. User should check this TOU frequently for changes. Continued use of the Service after any such changes shall constitute User’s consent to such changes.
  16. Additional Provisions. The following additional provisions apply to this TOU:
    1. Assignment. User may not assign the benefit or obligation of this TOU without prior written consent of Licensor.
    2. Binding Effect. This TOU shall be binding upon the parties, their heirs, legal representatives, affiliates, successors, related parties, and assigns.
    3. Applicable Law. This TOU shall be governed by and interpreted in accordance with the law of the United States and State of Missouri.
    4. Integration. This TOU is an integration which supersedes all prior and contemporaneous oral or written TOUs between the parties.
    5. Invalidity of Part. If any term or provision of this TOU is adjudged to be invalid under the laws of any state or the United States, such invalidity shall not affect the validity or operation of the whole TOU, unless the term found to be invalid destroys the objects of the TOU.
    6. Execution in Counterparts. This TOU may be signed in counterparts and will be deemed a single instrument when signed by both parties.
    7. No Agency. This TOU does not create any agency relationship between the parties.
    8. Construction. The paragraph headings in this TOU are for convenience of reference and shall not affect its interpretation. The terms of this TOU are to be construed as singular, plural, masculine, feminine, or neuter as context requires.

Service Level Agreement

This Service-Level Agreement (“SLA”) is a policy governing the use of Tallyfy’s business process management software (the “Software”) under Tallyfy’s Terms of Service and Use (“TOU”) between Tallyfy, Inc., a Delaware Corporation (“Tallyfy,” “us,” or “we”) and users of Tallyfy’s services (“you”). This SLA applies separately to each account using the Software. Unless otherwise provided herein, this SLA is subject to the TOU and capitalized terms not expressly defined herein will have the meaning specified in the TOU. We reserve the right to change the terms of this SLA in accordance with the TOU.

  1. Service Committment. Tallyfy will use commercially reasonable efforts to make the Software available with the applicable Monthly Uptime Percentage (as defined below) during any monthly billing cycle (the “Service Commitment”). In the event the Software does not meet the Service Commitment, you will be eligible to receive a Service Credit as described below.
  2. Definitions.
    1. “Error Rate” means: (i) the total number of internal server errors returned by the Software as error status “Service Unavailable” divided by (ii) the total number of requests for the applicable request type during that five-minute period. We will calculate the Error Rate for each Software account as a percentage for each five-minute period in the monthly billing cycle. The calculation of the number of internal server errors will not include errors that arise directly or indirectly as a result of any of the Software SLA Exclusions (as defined below).
    2. “Monthly Uptime Percentage” is calculated by subtracting from 100% the average of the Error Rates from each five-minute period in the monthly billing cycle.
    3. A “Service Credit” is a dollar credit, calculated as set forth below, that we may credit back to an eligible Software account.
  3. Service Credits.

    Service Credits are calculated as a percentage of the total charges paid by you for the Software for the billing cycle in which the error occurred in accordance with the schedule below.

    For all requests not otherwise specified below:

    Monthly Uptime PercentageService Credit Percentage
    Equal to or greater than 99.0% but less than 99.9%Less than 99.0%
    10%25%

    We will apply any Service Credits only against future Software payments otherwise due from you. Service Credits will not entitle you to any refund or other payment from Tallyfy. A Service Credit will be applicable and issued only if the credit amount for the applicable monthly billing cycle is greater than one dollar ($1 USD). Service Credits may not be transferred or applied to any other account. Unless otherwise provided in the TOU, your sole and exclusive remedy for any unavailability, non-performance, or other failure by us to provide the Software is the receipt of a Service Credit (if eligible) in accordance with the terms of this SLA.

  4. Credit Request and Payment Procedures.

    To receive a Service Credit, you must submit a claim opening a case at https://tallyfy.uservoice.com. To be eligible, the credit request must be received by us by the end of the second billing cycle after which the incident occurred and must include:

    1. the words “SLA Credit Request” in the subject line;
    2. the dates and times of each incident of non-zero Error Rates that you are claiming; and
    3. your request logs that document the errors and corroborate your claimed outage (any confidential or sensitive information in these logs should be removed or replaced with asterisks).

    If the Monthly Uptime Percentage applicable to the month of such request is confirmed by us and is less than the applicable Service Commitment, then we will issue the Service Credit to you within one billing cycle following the month in which your request is confirmed by us. Your failure to provide the request and other information as required above will disqualify you from receiving a Service Credit.

  5. Software SLA Exclusions.

    The Service Commitment does not apply to any unavailability, suspension or termination of the Software, or any other Software performance issues: (i) that result from a suspension described in Sections 3, 6, or 7 of the TOU; (ii) caused by factors outside of our reasonable control, including any force majeure event or Internet access or related problems beyond the demarcation point of Tallyfy; (iii) that result from any actions or inactions of you or any third party; (iv) that result from your equipment, software or other technology and/or third party equipment, software or other technology (other than third party equipment within our direct control); or (v) arising from our suspension and termination of your right to use the Software in accordance with the TOU (collectively, the “Software SLA Exclusions”). If availability is impacted by factors other than those used in our calculation of the Error Rate, then we may issue a Service Credit considering such factors at our discretion.