Last Revised On: April 15, 2022
1.1 Your use of Tallyfor’s Services is subject to the terms of a legal agreement between you and Tallyfor. “Tallyfor” means Tallyfor LLC, whose principal place of business is at 547 43rd Ave. San Francisco, CA 94121, United States. This document explains how the agreement is made up, and sets out some of the terms of that agreement.
1.2 Unless otherwise agreed in writing with Tallyfor, your agreement with Tallyfor will always include, at a minimum, the terms and conditions set out in this document. These are referred to below as the “Universal Terms”.
1.3 Your agreement with Tallyfor will also include the terms of any Legal Notices applicable to the Services, in addition to the Universal Terms. All of these are referred to below as the “Additional Terms”. Where Additional Terms apply to a Service, these will be accessible for you to read either within, or through your use of, that Service.
1.4 The Universal Terms, together with the Additional Terms, form a legally binding agreement between you and Tallyfor in relation to your use of the Services. It is important that you take the time to read them carefully. Collectively, this legal agreement is referred to below as the “Terms”.
1.5 If there is any contradiction between what the Additional Terms say and what the Universal Terms say, then the Additional Terms shall take precedence in relation to that Service.
2.1 In order to use the Services, you must first agree to the Terms. You may not use the Services if you do not accept the Terms.
2.2 You can accept the Terms by:
(A) clicking to accept or agree to the Terms, where this option is made available to you by Tallyfor in the user interface for any Service; or
(B) registering for and/or using the Services in any manner, including visiting or browsing the website. In this case, you understand and agree that Tallyfor will treat your use of the Services as acceptance of the Terms from that point onwards.
2.3 You may not use the Services and may not accept the Terms if (a) you are not of legal age to form a binding contract with Tallyfor, or (b) you are a person barred from receiving the Services under the laws of the United States or other countries including the country in which you are resident or from which you use the Services.
2.4 Before you continue, you should print off or save a local copy of the Universal Terms for your records.
3.1 Where Tallyfor has provided you with a translation of the English language version of the Terms, then you agree that the translation is provided for your convenience only and that the English language versions of the Terms will govern your relationship with Tallyfor.
3.2 If there is any contradiction between what the English language version of the Terms says and what a translation says, then the English language version shall take precedence.
4. Provision of the Services by Tallyfor
4.1 Tallyfor may have subsidiaries and affiliated legal entities (the “Affiliates”) that provide the Services to you on behalf of Tallyfor itself. You acknowledge and agree that the Affiliates will be entitled to provide the Services to you.
4.2 You acknowledge and agree that the form and nature of the Services which Tallyfor provides may change from time to time without prior notice to you.
4.3 As part of this continuing innovation, you acknowledge and agree that Tallyfor may stop (permanently or temporarily) providing the Services (or any features within the Services) to you or to users generally at Tallyfor’s sole discretion, without prior notice to you. You may stop using the Services at any time. You do not need to specifically inform Tallyfor when you stop using the Services.
4.4 You acknowledge and agree that if Tallyfor disables access to your account, you may be prevented from accessing the Services, your account details or any files or other content which is contained in your account.
4.5 You acknowledge and agree that while Tallyfor may not currently have set a fixed upper limit on the number of transmissions you may send or receive through the Services or on the amount of storage space used for the provision of any Service, such fixed upper limits may be set by Tallyfor at any time, at Tallyfor’s discretion.
4.6 By creating an account, you agree to receive certain communications in connection with the Services. For example, you might receive communications from businesses or receive e-mail newsletters from Tallyfor.
4.7 Certain Restrictions. The rights granted to you in these Terms are subject to the following restrictions: (a) you shall not license, sell, rent, lease, incorporate into other work (outside of the license for use), transfer, assign, distribute, host, or otherwise commercially exploit the Service, whether in whole or in part, or any content displayed on the Service; (b) you shall not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Service; (c) you shall not access the Service in order to build a similar or competitive website, product, or service; and (d) except as expressly stated herein, no part of the Service may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means. Unless otherwise indicated, any future release, update, or other addition to functionality of the Service shall be subject to these Terms. All copyright and other proprietary notices on the Service (or on any content displayed on the Service) must be retained on all copies thereof.
4.8 Ownership of Rights by Company. Excluding any Customer Data (defined below), you acknowledge that all the intellectual property rights, including copyrights, patents, trademarks, and trade secrets, in the Service and its content are owned by or licensed to Company or Company’s suppliers. Neither these Terms (nor your access to the Service) transfers to you or any third party any rights, title or interest in or to such intellectual property rights, except for the limited rights expressly set forth in Section 5.2. Company and its suppliers reserve all rights not expressly granted in these Terms. There are no implied licenses granted under these Terms.
4.9 Your Ownership of Customer Data. As between you and the Company, you retain all ownership and intellectual property rights in and to the Customer Data (defined below), and without limiting your obligations in Section 5.2, you grant to Company a non-exclusive, worldwide, royalty-free, irrevocable, fully paid- up right to use, process and transmit Customer Data to provide the Services. You agree that Company may collect and analyze data and other information relating to the provision, use and performance of the Services (including information concerning Customer Data and data derived therefrom), and during and after the Term of these Terms, Company may: (i) use such data and information to improve and enhance the Services for other development, diagnostic and corrective purposes in connection with the Service, or other Company offerings; and (ii) disclose such data solely in aggregated or other de-identified form in connection with its business.
4.10 Electronic Communications. The communications between you and Tallyfor use electronic means, whether you use the Service or send us emails, or whether Tallyfor posts notices on the Service or communicates with you via email or other electronic alerts. For contractual purposes, you (a) consent to receive communications from Tallyfor in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Tallyfor provides to you electronically satisfy any legal requirement that such communications would satisfy if it were in a hardcopy writing. The foregoing does not affect your non-waivable rights. You can disable or enable most alerts from your user settings at any time.
4.11 Electronic Alerts Communicated Via Email. Some electronic alerts will be sent to the email address you have provided as your primary email address for the Service. If your email address changes, you are responsible for informing us of that change. Tallyfor strives to provide alerts in a timely manner and with accurate information, but cannot guarantee the successful delivery, timeliness, or accuracy of any alert. You understand and agree that the delivery of alerts may be prevented or delayed by various factors. Tallyfor shall not be liable for any delays or failures to deliver any alert, for any errors or inaccuracies in the content of an alert, or for any actions taken or not taken by you or any third party in reliance on an alert.
4.12 Content of Alerts. Alerts are not encrypted and therefore we will never include your password or complete credentials in the contents of an alert. However, alerts may include personal information about your accounts such as your account balance or the due date for a bill or statement. Anyone with access to your email will be able to view the content of these alerts.
5.1 In order to access some of features offered through the Services, you may be required to provide information about yourself (such as identification or contact details) and your organization (such as company name and contact details) as part of the registration process for the Service, or as part of your continued use of the Services. You agree that any registration information you give to Tallyfor will always be accurate, correct and up to date.
5.2 You agree to use the Services only for purposes that are permitted by (a) the Terms and (b) any applicable law or regulation in the relevant jurisdictions (including any laws regarding the export of data or software to and from the United States or other relevant countries).
5.3 You agree not to access (or attempt to access) any of the Services by any means other than through the interface that is provided by Tallyfor, unless you have been specifically allowed to do so in a separate agreement with Tallyfor. You specifically agree not to access (or attempt to access) any of the Services through any automated means (including use of scripts or web crawlers) and shall ensure that you comply with the instructions set out in any robots.txt file present on the Services.
5.4 You agree that you will not engage in any activity that interferes with or disrupts the Services (or the servers and networks which are connected to the Services).
5.5 You agree that you are solely responsible for (and that Tallyfor has no responsibility to you or to any third party for) any breach of your obligations under the Terms and for the consequences (including any loss or damage which Tallyfor may suffer) of any such breach.
6.1 You agree and understand that you are responsible for maintaining the confidentiality of passwords associated with any account you use to access the Services. If you become aware of any unauthorized use of your password or of your account, you agree to notify Tallyfor immediately.
6.2 Accordingly, you agree that you will be solely responsible to Tallyfor for all activities that occur under your account.
6.3 In creating or updating information for your business, you must be an authorized representative of the business in question, and you must provide complete and accurate information about yourself and the business you represent. As to any authorized representative of the business in question, immediately upon ceasing to be an authorized representative of the business in question, you must terminate your access to the information immediately. As to the business in question, at all times you must keep us apprised of at least one person who is an authorized representative of your business to maintain your relationship with us.
7.2 You agree to the use of your data in accordance with Tallyfor’s privacy policies.
8.1 You understand that all information (such as data files, written text, computer software, music, audio files or other sounds, images, videos, contact information, location data, availability information, and all other forms of data or communications) which you may have access to as part of, or through your use of, the Services are the sole responsibility of the person from which such content originated. All such information is referred to below as the “Content”.
8.3 You understand that all information posted or transmitted through the Services is the sole responsibility of the person from which such Content originated. Tallyfor will not be liable for any errors or omissions in any Content and cannot guarantee the identity of any other users with whom you may interact in the course of using the Services.
8.4 Tallyfor shall have no obligation (but reserves the right) to pre-screen, review, flag, filter, modify, refuse or remove any or all Content from any of the Services.
8.5 You understand that by using the Services you may be exposed to Content that you may find offensive, indecent or objectionable and that, in this respect, you use the Services at your own risk.
8.6 You agree that you are solely responsible for (and that Tallyfor has no responsibility to you or to any third party for) any Content that you create, transmit or display while using the Services and for the consequences of your actions (including any loss or damage which Tallyfor may suffer) by doing so.
8.8 Acceptable Use Policy. The following terms constitute our “Acceptable Use Policy”:
8.9 Enforcement. We reserve the right (but have no obligation) to review any Customer Data, and to investigate and/or take appropriate action against you in our sole discretion if you violate the Acceptable Use Policy or any other provision of these Terms or otherwise create liability for us or any other person. Such action may include removing or modifying your Customer Data, terminating your Account in accordance with Section 11, and/or reporting you to law enforcement authorities.
8.10 Feedback. If you provide Tallyfor with any feedback or suggestions regarding the Service (“Feedback”), you hereby assign to Tallyfor all rights in such Feedback and agree that Tallyfor shall have the right to use and fully exploit such Feedback and related information in any manner it deems appropriate. Tallyfor will treat any Feedback you provide to Tallyfor as non-confidential and non-proprietary. You agree that you will not submit to Tallyfor any information or ideas that you consider to be confidential or proprietary.
9.1 You acknowledge and agree that Tallyfor (or Tallyfor’s licensors, successors or assigns) owns all legal right, title and interest in and to the Services, including any intellectual property rights which subsist in the Services (whether those rights happen to be registered or not, and wherever in the world those rights may exist). You further acknowledge that the Services may contain information which is designated confidential by Tallyfor and that you shall not disclose such information without Tallyfor’s prior written consent.
9.2 Unless you have agreed otherwise in writing with Tallyfor, nothing in the Terms gives you a right to use any of Tallyfor’s trade names, trademarks, service marks, logos, domain names, and other distinctive brand features.
9.3 If you have been given an explicit right to use any of these brand features in a separate written agreement with Tallyfor, then you agree that your use of such features shall be in compliance with that agreement, any applicable provisions of the Terms.
9.4 You agree that you shall not remove, obscure, or alter any proprietary rights notices (including copyright and trade mark notices) which may be affixed to or contained within the Services.
9.5 Unless you have been expressly authorized to do so in writing by Tallyfor, you agree that in using the Services, you will not use any trademark, service mark, trade name, logo of any company or organization in a way that is likely or intended to cause confusion about the owner or authorized user of such marks, names or logos.
9.6 You agree not to either take any action or upload, download, post, submit or otherwise distribute or facilitate distribution of any Content on or through the Services that (a) infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any other person or entity or violates any law or contractual duty; (b) you know is false, misleading, untruthful or inaccurate; (c) is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another's privacy, tortious, obscene, vulgar, pornographic, offensive, profane, contains or depicts nudity, contains or depicts sexual activity, or is otherwise inappropriate as determined by Tallyfor in its sole discretion; (c) constitutes unauthorized or unsolicited advertising, junk or bulk e-mail ("spamming"); (d) impersonates any person or entity, including, but not limited to, any employee or representative of Tallyfor, or the Affiliates, or (e) includes anyone's identification documents or sensitive financial information.
10.1 Tallyfor gives you a personal, worldwide, royalty-free, non-assignable and non-exclusive license to use the software provided to you by Tallyfor as part of the Services as provided to you by Tallyfor including any application or widget (referred to as the “Software” below). This license is for the sole purpose of enabling you to use and enjoy the benefit of the Services as provided by Tallyfor, in the manner permitted by the Terms. For the avoidance of doubt, an assignment of use of the software for the Services, includes but is not limited to, use of the Services through your account to make use of the Services outside of the ordinary course of your business as disclosed to us by you and directly conducted by you. In the case of a business entity, a change in control of such business entity (as determined by Tallyfor in its sole discretion which shall generally, but need not, be based on a change in majority ownership of such business entity or change in management of such business entity as to place it under the control of another, in each case as in existence on the date provision of the Services first commences) is considered to effect an impermissible assignment and shall result in termination of the Services and closing of your account. You agree to immediately notify Tallyfor of any such change in ownership or management.
10.2 You may not (and you may not permit anyone else to) copy, modify, create a derivative work of, reverse engineer, decipher, disassemble, decompile or otherwise attempt to extract the source code of the Software or any part thereof, unless this is expressly permitted or required by law, or unless you have been specifically told that you may do so by the Chief Executive Officer of Tallyfor, in writing.
10.3 Unless you have been specifically permitted to do so in a separate written agreement between you and the Chief Executive Officer of Tallyfor, you agree that you will not reproduce, duplicate, copy, sell, trade or resell the Software for any purpose.
10.4 Unless the Chief Executive Officer of Tallyfor has given you specific written permission to do so, you may not assign (or grant a sub-license of) your rights to use the Software, grant a security interest in or over your rights to use the Software, or otherwise transfer any part of your rights to use the Software.
11.1 Account Information from Third Party Sites. Tallyfor offers a service where users can retrieve information, including documents, data and personalization settings, from third party accounts (“Account Information”). While we strive to consistently retrieve accurate and timely Account Information, we may sometimes encounter technical or other difficulties. Tallyfor is not responsible for the accuracy, timeliness, deletion, processing, conversion, storage or delivery of Account Information or any reliance on this Account Information. Tallyfor also does not review this information when we retrieve it for accuracy or legality. The foregoing are among your responsibilities.
11.3 Third-Party Links. The Service may contain links to third-party websites and services, and offer integrations or connections with third-party applications, including accounting and cloud storage applications (collectively, “Third-Party Links”). Such Third-Party Links are not under the control of Company, and Company is not responsible for any Third-Party Links. Company provides access to these Third-Party Links only as a convenience to you, and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Links. You use all Third-Party Links at your own risk, and should apply a suitable level of caution and discretion in doing so. When you click on any of the Third-Party Links, the applicable third party’s terms and policies apply, including the third party’s privacy and data gathering practices. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction in connection with such Third-Party Links.
11.4 Other Users. Each Service user is solely responsible for any and all of its own Customer Data. Because we do not control Customer Data, you acknowledge and agree that we are not responsible for any Customer Data, whether provided by you or by others. We make no guarantees regarding the accuracy, currency, suitability, or quality of any Customer Data. Your interactions with other Service users are solely between you and such users. You agree that Company will not be responsible for any loss or damage incurred as the result of any such interactions. If there is a dispute between you and any Service user, we are under no obligation to become involved, but reserve the right to investigate (and you agree to cooperate in any such investigation) and to take any action we feel is appropriate, including closing your account and terminating your access to the Services without advance notice.
11.5 Release. You hereby release and forever discharge the Company (and our officers, employees, agents, successors, and assigns) from, and hereby waive and relinquish, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or that relates directly or indirectly to, the Service (including any interactions with, or act or omission of, other Service users or any Third-Party Links). IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”
12.1 The Software which you use may automatically download and install updates from time to time from Tallyfor. These updates are designed to improve, enhance and further develop the Services and may take the form of bug fixes, enhanced functions, new software modules and completely new versions. You agree to receive such updates (and permit Tallyfor to deliver these to you) as part of your use of the Services.
13.1 Fees. You will pay all fees agreed to at time of subscription. Any payment terms presented to you in the process of using or signing up for a paid service are deemed part of these Terms of Service. All fees are billed in advance and are based on subscriptions purchased. Fees paid are non-refundable and payment obligations cannot be cancelled. Fees are based on the product offering at time of purchase and are not contingent on the delivery of future functionality. We may suspend our services to you until unpaid fees are paid in full, without limiting our other rights and remedies. You also agree to pay increases to fees and recurring charges as such may occur from time-to-time.
13.2 Recurring Charges. Some of the paid services may involve a recurring payment plan, where charges automatically recur on a monthly, annual or other regular basis. By choosing a recurring payment plan, you acknowledge that such services have an initial and recurring payment feature and you accept responsibility for all recurring charges you incur prior to receipt of your cancellation notice being acknowledged and accepted by Tallyfor. You accept that Tallyfor may charge you according to the terms of the recurring payment plan without further authorization from you, until (i) you provide notice to Tallyfor according to the means Tallyfor has implemented for receipt of such notice and (ii) receive confirmation of our receipt of said notice that you have terminated this authorization.
13.3 Invoicing and Payment. You must provide current, complete and accurate information for your billing account. You must keep all billing information current, complete and accurate, and must promptly notify us and your payment processor if your payment method is cancelled or if you become aware of a potential breach of security. If you fail to provide current, complete and accurate billing information, you agree that we may continue charging you for any use of paid services under your billing account unless you have terminated your paid services as described above. When Tallyfor chooses to bill through an invoice, then full payment for invoices issued in any given month must be received by Tallyfor no more than thirty (30) days after the mailing date (or transmission date if sent electronically) of the invoice. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of your use of the Services. You agree to be responsible for all taxes associated with the Services other than taxes legally required to be borne by the Company.
13.4 Third-Party Payment Processor. We may use a third-party payment processor to bill you through a payment account linked to your account on Tallyfor for use of the paid services. The processing of payments will be subject to the terms and privacy policies of the payment processor in addition to these Terms of Service. We are not responsible for any errors by the payment processor.
14.1 Staff Confidentiality. We agree that all Tallyfor staff who have access to and/or process Customer Personal Data will be obliged to keep the Customer Personal Data confidential.
14.2 Technical and Organizational Measures. We will ensure that any third parties we contract with have in place appropriate technical and organizational measures to ensure that Customer Personal Data, made available to them as part of providing the Services, is subject to an appropriate level of security, including to the extent required the measures referred to in Article 32(1) of the GDPR. In reaching our judgement as to the appropriate level of security we will take into account current technology, costs of implementation and the nature, scope, context and purposes of the processing undertaken as well as the harm that might result from the unauthorized or unlawful processing or accidental loss, destruction or damage of the Customer Personal Data. Tallyfor does not agree to take on any higher level of security except by separate written agreement between you and the Chief Executive Officer of Tallyfor.
14.3 Transfers outside of the EEA. We will not transfer Customer Personal Data outside the European Economic Area (and the United Kingdom if ever applicable) unless we have your written consent or there are appropriate safeguards in relation to the transfer and we are providing an adequate level of protection to any Customer Personal Data that is transferred.
14.4 Data Breach. We will notify you without undue delay upon becoming aware of any Customer Personal Data breach affecting Customer Personal Data. You agree to assist us in responding to any request from a Data Subject and in ensuring compliance with its obligations under Data Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators.
14.5 Records and Audit. We will maintain complete and accurate records and information to demonstrate our compliance with our promises herein and applicable law and will cooperate with and allow for audits by you or your designated auditor in relation to the operation of the Services on Customer Personal Data.
14.5 Processors. In respect of Customer Personal Data originating from the European Economic Area, we agree not to use any third party processor (other than those set out in our privacy notice) without your prior written consent unless we have taken steps to ensure that the applicable terms with that processor will offer an equivalent level of protection for Customer Personal Data as those set out herein and which meet the requirements of article 28(3) of the GDPR of the European Economic Area. As between you and us we will remain fully liable for all acts or omissions of any third-party processor appointed by us in relation to such Customer Personal Data.
14.6 Effect of Termination. We will delete or return all Customer Personal Data to you at the end of the relevant agreement between you and us if requested in writing. Otherwise we will retain Customer Personal Data in accordance with the retention periods set out in our privacy notice (EU addendum). We may retain Customer Personal Data if required by law only to the extent and for such period as required by those laws.
15.1 The Terms will continue to apply until terminated by either you or Tallyfor as set out below.
15.2 If you want to terminate your legal agreement with Tallyfor, you may do so by (a) notifying Tallyfor at any time using the method Tallyfor instructs you to use for this purpose and (b) closing your accounts for all of the Services which you use, where Tallyfor has made this option available to you.
15.3 Tallyfor may at any time, terminate its legal agreement with you with or without cause, with or without notice, effective immediately, which may result in the forfeiture and destruction of all information associated with your account. Any fees paid hereunder are non-refundable.
15.4 Nothing in this Section shall affect Tallyfor’s rights regarding provision of Services under Section 4 of the Terms.
15.5 When these Terms come to an end, all of the legal rights, obligations and liabilities that you and Tallyfor have benefited from, been subject to (or which have accrued over time whilst the Terms have been in force) or which are expressed to continue indefinitely, shall be unaffected by this cessation, and the provisions of paragraph 20.1 shall continue to apply to such rights, obligations and liabilities indefinitely.
16.1 The service is provided on an “as-is” and “as available” basis, and company (and our suppliers) expressly disclaim any and all warranties and conditions of any kind, whether express, implied, or statutory, including all warranties or conditions of merchantability, fitness for a particular purpose, or non-infringement. We (and our suppliers) make no warranty that the service will meet your requirements, will be available on an uninterrupted, timely, secure, or error-free basis, or will be accurate, reliable, free of viruses or other harmful code, complete, legal, or safe. If applicable law requires any warranties with respect to the service, all such warranties are limited in duration to ninety (90) days from the date of first use. Some jurisdictions do not allow the exclusion of implied warranties, so the above exclusion may not apply to you. Some jurisdictions do not allow limitations on how long an implied warranty lasts, so the above limitation may not apply to you. In particular, our Services are only tools to assist you in conducting your tax preparation or other business. You remain entirely responsible to ensure your work is accurate and meets the standards set by you, your customers, and applicable law.
17.1 NOTHING IN THESE TERMS, INCLUDING SECTIONS 17 AND 18, SHALL EXCLUDE OR LIMIT TALLYFOR’S WARRANTY OR LIABILITY FOR LOSSES WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR LOSS OR DAMAGE CAUSED BY NEGLIGENCE, BREACH OF CONTRACT OR BREACH OF IMPLIED TERMS, OR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, ONLY THE LIMITATIONS WHICH ARE LAWFUL IN YOUR JURISDICTION WILL APPLY TO YOU AND OUR LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
17.2 YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK AND THAT THE SERVICES ARE PROVIDED "AS IS" AND “AS AVAILABLE.”
17.3 IN PARTICULAR, TALLYFOR, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT:
(A) YOUR USE OF THE SERVICES WILL MEET YOUR REQUIREMENTS,
(B) YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR,
(C) ANY INFORMATION OBTAINED BY YOU AS A RESULT OF YOUR USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE, AND
(D) THAT DEFECTS IN THE OPERATION OR FUNCTIONALITY OF ANY SOFTWARE PROVIDED TO YOU AS PART OF THE SERVICES WILL BE CORRECTED.
17.4 ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
17.5 NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM TALLYFOR OR THROUGH OR FROM THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS.
17.6 TALLYFOR FURTHER EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
18.1 SUBJECT TO OVERALL PROVISION IN PARAGRAPH 17.1 ABOVE, YOU EXPRESSLY UNDERSTAND AND AGREE THAT TALLYFOR, ITS SUBSIDIARIES AND AFFILIATES, ITS LICENSORS, ITS DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS, SHALL NOT BE LIABLE TO YOU FOR:
(A) ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY DAMAGES WHICH MAY BE INCURRED BY YOU, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY. THIS SHALL INCLUDE, BUT NOT BE LIMITED TO, INDIRECT OR CONSEQUENTIAL LOSSES OR DAMAGES, ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA SUFFERED, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOSS OF ANTICIPATED SAVINGS, WASTED EXPENDITURE, OR OTHER INTANGIBLE LOSS;
(B) ANY LOSS OR DAMAGE WHICH MAY BE INCURRED BY YOU, INCLUDING BUT NOT LIMITED TO LOSS OR DAMAGE AS A RESULT OF:
(I) ANY RELIANCE PLACED BY YOU ON THE COMPLETENESS, ACCURACY OR EXISTENCE OF ANY ADVERTISING, OR AS A RESULT OF ANY RELATIONSHIP OR TRANSACTION BETWEEN YOU AND ANY ADVERTISER OR SPONSOR WHOSE ADVERTISING APPEARS ON THE SERVICES;
(II) ANY CHANGES WHICH TALLYFOR MAY MAKE TO THE SERVICES, OR FOR ANY PERMANENT OR TEMPORARY CESSATION IN THE PROVISION OF THE SERVICES (OR ANY FEATURES WITHIN THE SERVICES);
(III) THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE, ANY CONTENT AND OTHER COMMUNICATIONS DATA MAINTAINED OR TRANSMITTED BY OR THROUGH YOUR USE OF THE SERVICES;
(IV) YOUR FAILURE TO PROVIDE TALLYFOR WITH ACCURATE ACCOUNT INFORMATION;
(V) YOUR FAILURE TO KEEP YOUR PASSWORD OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL;
18.2 THE LIMITATIONS ON TALLYFOR’S LIABILITY TO YOU IN PARAGRAPH 18.1 ABOVE SHALL APPLY WHETHER OR NOT TALLYFOR HAS BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.
18.3 NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON, TALLYFOR AND ITS AFFILIATES, OFFICERS, REPRESENTATIVES, SUPPLIERS, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY ASPECT OF PROVISION OF THE SERVICES OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (i) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (ii) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (iii) FOR ANY MATTER BEYOND TALLYFOR’S REASONABLE CONTROL; OR (iv) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY YOU TO TALLYFOR FOR THE SERVICES IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT TALLYFOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
19.1 You shall defend, indemnify, and hold harmless Tallyfor, its affiliates and each of its, and its affiliates employees, contractors, directors, suppliers and representatives from all losses, costs, actions, claims, damages, expenses (including reasonable legal costs) or liabilities, that arise from or relate to your use or misuse of, or access to, the Services, or the Content, violation of these Terms, or infringement by you, or any third party using your account, of any intellectual property or other right of any person or entity (save to the extent that a court of competent jurisdiction holds that such claim arose due to an act or omission of Tallyfor).
19.2 You agree that Tallyfor reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with Tallyfor in asserting any available defenses and promptly advance Tallyfor its reasonable costs for such defense. No settlement can be agreed without the written agreement of the Chief Executive Officer of Tallyfor.
20.1 Subject to this Section, these Terms will remain in full force and effect while you use the Service. We may suspend or terminate your rights to use the Service (including your Account) at any time for any reason at our sole discretion, including for any use of the Service in violation of these Terms. Upon termination of your rights under these Terms, your Account and right to access and use the Service will terminate immediately. You understand that any termination of your Account may involve deletion from our live databases of your Customer Data and information collected on your behalf from third party services and/or uploaded to Tallyfor. Company will not have any liability whatsoever to you for any termination of your rights under these Terms, including for termination of your Account or deletion of data associated with your account. Even after your rights under these Terms are terminated, the following provisions of these Terms will remain in effect: Sections 4.7 through 4.12 and Sections 5 through 23.
21.1 The Services may include hyperlinks to other web sites or content or resources. Tallyfor may have no control over any web sites or resources which are provided by companies or persons other than Tallyfor.
21.2 You acknowledge and agree that Tallyfor is not responsible for the availability of any such external sites or resources, and does not endorse any advertising, products or other materials on or available from such web sites or resources.
21.3 You acknowledge and agree that Tallyfor is not liable for any loss or damage which may be incurred by you as a result of the availability of those external sites or resources, or as a result of any reliance placed by you on the completeness, accuracy or existence of any advertising, products or other materials on, or available from, such web sites or resources.
22.1 Tallyfor may make changes to the Universal Terms or Additional Terms from time to time. When these changes are made, Tallyfor will make a new copy of the Universal Terms available at https://www.tallyfor.com/legal/terms-of-service and any new Additional Terms will be made available to you from within, or through, the affected Services.
22.2 You understand and agree that if you use the Services after the date on which the Universal Terms or Additional Terms have changed, Tallyfor will treat your use as acceptance of the updated Universal Terms or Additional Terms.
23.1 Sometimes when you use the Services, you may (as a result of, or through your use of the Services) use a service or download a piece of software, or purchase goods, which are provided by another person or company. Your use of these other services, software or goods may be subject to separate terms between you and the company or person concerned. If so, the Terms do not affect your legal relationship with these other companies or individuals.
23.2 The Terms constitute the whole legal agreement between you and Tallyfor and govern your use of the Services (but excluding any services which Tallyfor may provide to you under a separate written agreement), and completely replace any prior agreements between you and Tallyfor in relation to the Services.
23.3 You agree that Tallyfor may provide you with notices, including those regarding changes to the Terms, by email, regular mail, pop-ups or postings on the Services.
23.4 You agree that if Tallyfor does not exercise or enforce any legal right or remedy which is contained in the Terms (or which Tallyfor has the benefit of under any applicable law), this will not constitute a formal waiver of Tallyfor’s rights and that those rights or remedies will still be available to Tallyfor. This includes Tallyfor later seeking to exercise or enforce such legal right or remedy.
23.5 If any court of law, having the jurisdiction to decide on this matter, rules that any provision of these Terms is invalid, then that provision will be removed from the Terms without affecting the rest of the Terms if such provision cannot be reformed to be both valid and consistent with its prior intent although now-circumscribed. The remaining provisions of the Terms will continue to be valid and enforceable according to their terms.
23.6 You acknowledge and agree that each member of the group of companies of which Tallyfor is the parent shall be third party beneficiaries to the Terms and that such other companies shall be entitled to directly enforce, and rely upon, any provision of the Terms which confers a benefit on (or rights in favor of) them. Other than this, no other person or company shall be third party beneficiaries to the Terms.
23.7 No agency, partnership, joint venture, or employment is created as a result of this agreement or your use of the Services and you agree you do not have, and shall not represent you have, any authority of any kind to bind Tallyfor in any respect whatsoever as to any third party.
23.8 The Terms, and your relationship with Tallyfor under the Terms, shall be governed by the laws of the State of California without regard to its conflict of laws provisions. You and Tallyfor agree to submit to the exclusive jurisdiction of the courts located within San Francisco County, California to resolve any legal matter arising from the Terms. Notwithstanding this, you agree that Tallyfor shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction and, where permitted to be contractually agreed in advance, without posting of any bond.