API Terms of Service

This Tallyfy API Terms of Service document (the “API TOS”) is an agreement you must accept in order to use the Tallyfy API (as described below). This document describes both your rights and your obligations as part of using the Tallyfy API. It is important that you read it carefully because you will be legally bound to these terms. Tallyfy, Inc. (“Tallyfy” “we” “us”) only provides the Tallyfy API to you subject to this API TOS. By accepting this API TOS or by accessing or using the Tallyfy API, you agree to be bound by this API TOS (including the Privacy Policy, and general Terms of Service for Users and Customers, which are incorporated here by reference).

If you are entering into this API TOS on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to this API TOS. In that case, the terms “you” or “your” shall also refer to such entity. If you do not have such authority, or if you do not agree with this API TOS, you may not use the Tallyfy API. You acknowledge that this API TOS is a contract between you and Tallyfy, even though it is electronic and is not physically signed by you and Tallyfy, and it governs your use of the Tallyfy API.

1. Application – Any software application, website, or product you create or service you offer using the Tallyfy API (defined below).
2. API Documentation – The documentation, data and information that Tallyfy provides regarding the use of the Tallyfy API through the Developer Site.
3. Data – means any data and content uploaded, posted, transmitted or otherwise made available by users via the Services, including messages, files, comments, profile information and anything else entered or uploaded into the Service by a user of the Service.
4. Developer Site – Tallyfy’s Developer Site found at https://go.tallyfy.com/api/
5. Tallyfy API or “our API” – The publicly available Tallyfy Application Programming Interface (“API”) as well as the related API Documentation.
6. Tallyfy Brand – The Tallyfy brand and brand assets, including names, logos, trade names and trademarks. This includes trademarks such as “Workflow Made Easy”.
7. Tallyfy Service(s) – Tallyfy’s business process management and related systems and technologies, as well as the website https://tallyfy.com (the “Site”), and all software, applications, data, reports, text, images, and other content made available by or on behalf of Tallyfy through any of the foregoing. The “Service” does not include Data or any software application or service that is provided by you or a third party (including Applications), whether or not Tallyfy designates them as “official integrations”.

As long as you follow this API TOS, Tallyfy grants you a limited, non-exclusive, non-assignable, non-transferable license to use the APIs to develop, test, and support any software application, website, or product, and to integrate the Tallyfy APIs with your Application. Your license is subject to the limitations set forth in Section 4.2 through 4.11 and Section 9 below, and you agree that violation of Section 4 will automatically terminate your license to use the Tallyfy APIs.

The following identifies limitations on use related to the Tallyfy API:

1. Reliance on API. Tallyfy is still evolving, and we need the flexibility to occasionally make changes to our APIs, including backwards incompatible ones. We will try to give notice of such changes. Also, parts of our API are undocumented, including certain methods, events, and properties. Given that these undocumented aspects of our API may change at any time, you should not rely on these behaviors.
2. Applicable laws or agreements. You may not use the Tallyfy API in violation of any law or regulation, or rights of any person, including but not limited to intellectual property rights, rights of privacy, or rights of personality, or in any manner inconsistent with this API TOS or Tallyfy’s other agreements to which you are subject.
3. Scope of acceptable use. You may not use the Tallyfy API or any other technology in a manner that accesses or uses any information beyond what Tallyfy allows under this API TOS or the Documentation; that changes the Tallyfy Service; that breaks or circumvents any of Tallyfy’s technical, administrative, process or security measures; that disrupts or degrades the performance of the Tallyfy Service or the Tallyfy API; or that tests the vulnerability of Tallyfy’s systems or networks.
4. Malware. You may not transmit any viruses or other computer programming that may damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system or data.
5. Reverse engineering. You may not attempt to reverse engineer or otherwise derive source code, trade secrets, or know-how in the Tallyfy API or portion thereof;
6. Functionality. You may not use the Tallyfy API to replicate or compete with core products or services offered by Tallyfy. You acknowledge and agree that Tallyfy has or may in the future offer products or services that are similar to your Application, and nothing will prevent Tallyfy from doing so;
7. Commercial Use. You may charge for your Application. However, you may not sell, rent, lease, sublicense, redistribute, or syndicate access to the Tallyfy API.
8. Advertising. You may place advertisements on and around your Application. However, you may not:
   1. Place any advertisements within Tallyfy Service channels, and your advertisements may not resemble or be reasonably likely to confuse users as being a Tallyfy Service message;
   2. Use Data or any content from Tallyfy in any advertisements or for purposes of targeting advertisements, in your Application or elsewhere; or
   3. Use contact information obtained from Tallyfy (including email addresses) to contact Tallyfy users outside of Tallyfy without their express permission.
9. Rate Limits. You will not attempt to exceed or circumvent limitations on access, calls and use of Tallyfy API, or otherwise use the Tallyfy API in a manner that exceeds reasonable request volume, constitutes excessive or abusive usage, or otherwise fails to comply or is inconsistent with any part of this API TOS or the Documentation. Our present rate limits are 10 requests per second per IP address, as well as 10 requests per second per session/bearer token.
10. Use for promotion of gambling or adult content. You may not use the Tallyfy APIs in any Application that includes adult content, promotes gambling, involves the sale of tobacco or alcohol to persons under 21 years of age, or otherwise violates any applicable law or regulation.
11. Distribution of your application. You may not distribute or allow access to the Tallyfy APIs to anyone other than, if applicable, the company on whose behalf you entered into this API TOS. Anyone who wants to access our APIs must agree to be bound by this API TOS.

1. Caching Data. Where Data is cached, you should refresh the cache at least every 24 hours.
2. Secure Storage Measures. All Data should be stored and served using strong encryption.
3. Delete at User Request. You must delete all Data you have collected from a Tallyfy user upon request by that user, and when the Tallyfy user deauthorizes your Application or closes his or her account with you. Similarly, when a team stops using your Application, you should delete all Data obtained from that team. The restrictions of this Section do not apply to Data that Tallyfy users also provide directly to you and that is separately entered or uploaded to you by the user of your Application.
4. Deletion at Termination. If we terminate your use of the Tallyfy APIs for any reason, then you must permanently delete all Data and any other information that you stored pursuant to your use of the Tallyfy APIs, except when doing so would cause you to violate any law or obligation imposed by a governmental authority. This provision does not require a Tallyfy user to delete Data stored in Tallyfy if the Tallyfy user is prohibited from accessing the Tallyfy API.
5. No Other Storing. You may not copy or store any Data or capture or store any information expressed by the Data (such as hashed or transferred data), except to the extent permitted by this API TOS.

If you offer your Application for use by others outside your organization, you must maintain a user agreement and privacy policy for your Application, which is prominently identified or located where users download or access your Application. Your privacy policy must meet applicable legal standards and accurately describe the collection, use, storage and sharing of data. You must promptly notify us of any breaches of your user agreement or privacy policy that impact or may impact Tallyfy users. Your privacy policy must be at least as stringent and user-friendly as ours.

1. Protections. The network, operating system and software of your web servers, databases, and computer systems (collectively, “Your Systems”) must be properly configured to securely operate your Application and store Data. Your Application must use reasonable security measures to protect your users’ information. You must not architect or select Your Systems in a manner to avoid the foregoing obligation.
2. Reporting. You must promptly report any security deficiencies in, or intrusions to, your Systems to Tallyfy in writing via email to hello@tallyfy.com or subsequent contact information posted on the Developer Site. This includes any unauthorized access, use, disclosure or destruction of Data. You will work with Tallyfy to immediately correct any security deficiency, and will immediately disconnect any intrusions or intruder. In the event of any security deficiency or intrusion involving the Application, Tallyfy APIs or Data, you will make no public statements regarding such deficiencies or intrusions (e.g., press, blogs, social media, bulletin boards, etc.) without prior written and express permission from Tallyfy in each instance.

1. Allow or assist any government entities, law enforcement, or other organizations to conduct surveillance or obtain data using your access to the Tallyfy API in order to avoid serving legal process directly on Tallyfy. Any such use by you for law enforcement purposes is a breach of this API TOS.
2. Display, distribute or otherwise make available Data or any Application to any person or entity that you reasonably believe will use Data to violate the Universal Declaration of Human Rights (located at http://www.un.org/en/documents/udhr/), including without limitation Articles 12, 18, or 19. Any law enforcement personnel seeking information about Tallyfy users will be referred to Tallyfy’s User Data Request Policy. You will not conduct and your Application will not provide analyses or research that isolates a small group of individuals or any single individual for any unlawful or discriminatory purposes. Exemptions to these restrictions may be requested for exigent circumstances and are subject to prior written approval from Tallyfy.

The Tallyfy APIs are “commercial items” as that term is defined at 48 C.F.R. 2.101, consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. 12.212. Any use, modification, derivative, reproduction, release, performance, display, disclosure or distribution of the Tallyfy API by any government entity is prohibited, except as expressly permitted by the terms of this API TOS. Additionally, any use by U.S. government entities must be in accordance with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4. The contractor/manufacturer is Tallyfy, Inc., 911 Washington Avenue, Suite 501, St. Louis, MO 63101 United States.

As between you and us, we own all rights, title, and interest, including all intellectual property rights, in and to, the (1) Tallyfy APIs, Documentation, and all elements and components thereof; (2) Data; (3) Tallyfy Services; and (4) Brand Features (collectively, the “Tallyfy Materials”). The only exception to this is Data that you as a Tallyfy user have licensed to Tallyfy under the Terms of Service, which governs that Data. Except for the express licenses granted in this API TOS, Tallyfy does not grant you any right, title, or interest in the Tallyfy Materials. You agree to take such actions as Tallyfy may reasonably request to perfect Tallyfy’s rights to the Tallyfy Materials.

1. Duration of Terms. This API TOS will go into effect on the date upon which you agree to them, by accessing or using the Tallyfy API, and will continue until terminated as set forth herein.
2. Your Right to Terminate. You may terminate this API TOS by discontinuing use of our APIs and the Tallyfy Service.
3. Suspension; Termination. We may change, suspend or discontinue the Tallyfy API and suspend or terminate your use of the Tallyfy API, the Tallyfy Service, and/or Tallyfy Brand at any time and for any reason, without notice. Without limiting the foregoing, we may limit your Application’s access to the Tallyfy API if it, in our sole discretion, may negatively affect our Service or our ability to provide our Service.
4. Effect of Termination. Upon termination of this API TOS:
   1. All rights and licenses granted to you will terminate immediately;
   2. You will promptly destroy Documentation and any other Tallyfy information in your possession or control that was received under this API TOS;
   3. Unless we agree otherwise in writing or as stated in this API TOS, you must permanently delete all Data and other information that you stored pursuant to your use of the Tallyfy APIs. Tallyfy may request that you certify in writing your compliance with this section; and
   4. Tallyfy will make commercially reasonable efforts to remove all references and links to your Application from its Services (Tallyfy has no other obligation to delete copies of, references to, or links to your Application).
5. The following sections of this API TOS shall survive any termination, Sections 4 (“Use of the APIs and Tallyfy Data”), 5 (“Use of Tallyfy Brand or Marks”), 6.4 (“Delete at User Request”), 6.5 (“Deletion at Termination”), 7 (“Your User Agreement and Privacy Policy”), 8 (“Security Measures”), 11 (“Ownership”), 12 (“Term and Termination”), 13 (“Other Important Terms”), 14 (“Disclaimer of Warranties; Limitation of Liability; Indemnity”), 15 (“Dispute Resolution”) and 16 (“General Legal Terms”).

1. Legal Representations. You represent and warrant to Tallyfy that, excluding Tallyfy Materials, you have the right to use, reproduce, transmit, copy, publicly display, publicly perform, and distribute your Application, and that use of your Application by Tallyfy and its users will not violate the rights of any third party (e.g., copyright, patent, trademark, privacy, publicity or other proprietary right of any person or entity), or any applicable regulation or law, including the Digital Millennium Copyright Act, the laws of any country in which your Application is made available and any applicable export laws.
2. Modification of the API TOS. We may change, add to or delete this API TOS or any portion thereof from time to time in our sole discretion. If we make a material change to this API TOs, we will provide you with reasonable notice prior to the changes either by emailing the email address associated with your account or by posting a notice on the Developer Site. You acknowledge that these updates and modifications may adversely impact how you access, use, and communicate with the Tallyfy API. If any change in unacceptable to you, then your only recourse is to cease all use of the Tallyfy API. Your continued access or use of the Tallyfy API will mean that you agree to the updates and modifications.
3. Other Applicable Agreements. You and your Application must also comply with the following, which are hereby incorporated by reference:
   1. Tallyfy Terms of Service for Users and Customers.
   2. Tallyfy Privacy Policy
   3. Tallyfy Brand Guidelines (available on request)

   In the event of any conflict between the content in this document and the above documents, this document controls your use of the Tallyfy APIs.

1. NO WARRANTIES. THE TALLYFY API AND ALL RELATED COMPONENTS AND INFORMATION ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND Tallyfy EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT TALLYFY DOES NOT WARRANT THAT THE Tallyfy API WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR VIRUS-FREE, NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE TALLYFY API, AND NO INFORMATION, ADVICE OR SERVICES OBTAINED BY YOU FROM TALLYFY OR THROUGH THE DEVELOPER SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS API TOS.
2. LIMITATION ON LIABILITY. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, OR OTHERWISE) SHALL TALLYFY BE LIABLE TO YOU OR ANY THIRD PARTY FOR (A) ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA, OR (B) FOR ANY AMOUNT IN THE AGGREGATE IN EXCESS OF THE FEES ACTUALLY PAID BY YOU IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO YOUR CLAIM OR, IF NO FEES APPLY, ONE HUNDRED ($100) U.S. DOLLARS, OR (C) ANY MATTER BEYOND OUR REASONABLE CONTROL. THE PROVISIONS OF THIS SECTION ALLOCATE THE RISKS UNDER THIS TOS BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO ENTER INTO THIS TOS. Some jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to you. IN THESE JURISDICTIONS, TALLYFY’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
3. Indemnity. You agree to defend, hold harmless and indemnify Tallyfy, and its subsidiaries, affiliates, officers, agents, employees, and suppliers, from and against any third party claim arising from or in any way related to your or your users’ use of the Application, Tallyfy API or Data, use of Tallyfy Brand, or violation of this API TOS, including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs and attorneys’ fees, of every kind and nature. In such a case, we will provide you with written notice of such claim, suit, or action.

This API TOS and any claim, cause of action or dispute (“Claim”) arising out of or related to this Agreement shall be governed by the laws of the state of Missouri, United States, regardless of your country of origin or where you access the Tallyfy Service, and notwithstanding any conflicts of law principles and the United Nations Convention for the International Sale of Goods. You and Tallyfy agree that all Claims arising out of or related to this Agreement must be resolved exclusively in the courts located in the City of St. Louis, Missouri. You and Tallyfy agree to submit to the personal jurisdiction of the courts located within the City of St. Louis, Missouri – and agree to waive any and all objections to the exercise of jurisdiction over the parties by such courts and to venue in such courts for the purpose of litigating all such Claims. Notwithstanding the above, you agree that Tallyfy shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.

1. Severability. If any provision of this API TOS is found to be illegal, void, or unenforceable, the unenforceable provision will be modified so as to render it enforceable to the maximum extent possible in order to effect the intention of the provision; if a term cannot be so modified, it will be severed and the remaining provisions of this API TOS will not be affected in any way.
2. Language. Where Tallyfy has provided you with a translation of the English language version of this API TOS or any document referenced in this API TOS, you agree that the translation is provided for your convenience only and that the English language versions of any such document, will control.
3. Notice and Service of Process. We may notify you via postings on the Developer Site or via the email address associated with your Application or Tallyfy Service account. Tallyfy accepts service of process by mail or courier at the physical address set forth in Section 16.9 below. Any notices that you provide without compliance with this section shall have no legal effect.
4. Entire Agreement. This API TOS and any documents incorporated into this API TOS by reference, constitute the entire agreement between you and Tallyfy regarding the Tallyfy APIs and supersedes all prior agreements and understandings, whether written or oral, or whether established by custom, practice, policy or precedent, with respect to the subject matter of this API TOS.
5. No Informal Waivers, Agreements, or Representations. Our failure to act with respect to a breach of this API TOS by you or others does not waive our right to act with respect to that breach or subsequent similar or other breaches. No representations, statements, consents, waivers or other acts or omissions by any Tallyfy affiliate shall be deemed legally binding on any Tallyfy affiliate, unless documented in a physical writing hand signed by a duly appointed officer of Tallyfy.
6. Injunctive Relief. In no event shall you seek or be entitled to rescission, injunctive or other equitable relief, or to enjoin or restrain the operation of the Developer Site or Tallyfy Service or any Tallyfy APIs, or other material used or displayed through the Tallyfy Developer Site or Tallyfy Service.
7. Assignment and Delegation. You may not assign or delegate any rights or obligations under this API TOS, including in connection with a change of control. Any purported assignment and delegation shall be ineffective. We may freely assign or delegate all rights and obligations under this API TOs, fully or partially without notice to you. We may also substitute, by way of unilateral novation, effective upon notice to you, Tallyfy, Inc. for any third party that assumes our rights and obligations under this API TOs.
8. Potential Other Rights and Obligations. You may have rights or obligations under local law other than those enumerated here if you are located outside the United States.
9. How to Contact Us. If you have questions or comments about this API TOS, or wish to make use of our Tallyfy API in any way not permitted by this API TOS, please contact us via email on hello@tallyfy.com or by physical mail at:

   Tallyfy, Inc.

   911 Washington Avenue, Suite 501

   St Louis, MO 63101

   United States