Here are our terms of service for accessing and/or using the Tallyopia website and services. By accepting the terms of the Agreement below and/or by using the service or website, you are agreeing to be bound by these terms.
Modifications to the Terms of Service
Tallyopia reserves the right, at its sole discretion, to modify or replace any part of these terms. It is your responsibility to check periodically these Terms of Service for changes. Your continued use of the Tallyopia services or access to the Tallyopia website following the changes in these Terms constitutes acceptance of those changes.
You agree to indemnify, hold harmless, and defend Tallyopia and Tallyopia’s contractors, licensors, and their respective directors, officers, employees and agents, at your expense, from and against any and all third-party claims, actions, proceedings, and suits and expenses, including attorneys’ fees, arising from your use of the Tallyopia website or services, including but not limited to any of your violation of this Agreement.
Disclaimer of Any and All Warranties
The Tallyopia website and services are provided “as is”. Tallyopia and its contractors and agents do not claim warranties of any kind, expressed or implied, including, without limitation, non-infringement and warranties of merchantability or fitness for a particular purpose. Neither Tallyopia nor its agents and contractors warranty that its website or services will be error free, free of harmful components, or that access thereto will be continuous or uninterrupted. You understand that the use of the Tallyopia website and services is at your own discretion and risk.
Limitation of Liability
Tallyopia will not be liable to you or any third-party claimant for any indirect, special, punitive, consequential (including, without limitation, lost profits or lost data collected through the service), or incidental damages, whether based on a claim or action of contract, warranty, negligence, strict liability, or other tort, breach of any statutory duty, indemnity or contribution, or otherwise, even if Tallyopia has been advised of the possibility of such damages. The exclusion contained in this paragraph shall apply regardless of the failure of the exclusive remedy provided in the following paragraph.
Tallyopia’s and its contractors’ total cumulative liability to you or any party for any loss or damages resulting from any claims, demands, or actions arising out of or relating to this Agreement shall not exceed $1.
Service Level and Termination
Tallyopia does not guarantee its services or website will be operable at all times. It may be inoperable under a variety of situations, including but not limited to Internet service provider outages, equipment failures, scheduled maintenance, or force majeure.
Furthermore, Tallyopia may terminate it services and/or website at any time and for any reason without notice. If you wish to terminate this Agreement or your service, you may simply stop using Tallyopia’s services or stop accessing the website. However, although this agreement may terminate between Tallyopia and you, some provisions of this Agreement shall still be in effect, including, without limitation, warranty disclaimers, indemnity, limitations of liability, and proprietary rights.
Tallyopia’s services, which includes but are not limited to the Tallyopia website, and all intellectually property rights in these services, will always be the property of Tallyopia. Tallyopia grants you a limited, revocable, non-exclusive, non-sublicensable license to install, copy, and use the Tallyopia website and services. You may use the website and services subject to acceptance of the terms of this Agreement. You will not, nor will you, allow any third party to reverse engineer and/or create derivatives of Tallyopia’s website and services. You will not, nor will you, allow any third party to modify Tallyopia’s website and services in any way. You will use the Tallyopia website and services solely for your internal use and will not make the Tallyopia website and services available for any type of external service such as, but not limited to, an application service provider.
Responsibilities of Users of Tallyopia’s Services and Website
Certain Services may require you to complete a registration process to use them. You agree to complete the registration process by providing Tallyopia with current, complete and accurate information as required by the registration form(s). You solely are responsible for any use and all activities that occur under your account. You are responsible for safeguarding the confidentiality of password(s) and user name(s) issued to you by Tallyopia and for any use or misuse of your account resulting from any third-party using a password or user name issued to you by Tallyopia. You agree to immediately notify Tallyopia of any unauthorized use of your account or any other breach of security known to you.
You may not assign or otherwise transfer any of your rights described in these terms without Tallyopia’s prior written consent and any such attempt is void.
The relationship between Tallyopia and you is not a legal partnership relationship, but is one of independent contractors.
Tallyopia reserves the right to periodically contact you using various contact methods that you may supply in your account information. This includes being contacted by email. Your use of Tallyopia’s services and agreement to these terms of service indicates your consent to be contacted.
You must supply a valid contact email address in your account. If your email address should become invalid, you must contact Tallyopia with information about a new email account that will be used for contact purposes.
Tallyopia shall be excused from performance to the terms described here to the extent that performance is prevented, delayed or obstructed by causes beyond its reasonable control.
This Agreement represents the complete agreement between you and Tallyopia concerning its subject matter and supersedes all prior agreements and representations between the parties. If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed to the extent necessary to make it enforceable to the maximum extent possible so as to serve the intent of the parties, and the remainder of this Agreement shall continue in full force and effect.
This Agreement is governed by the laws of the state of New York. In the event of any conflicts between foreign law, rules, and regulations, and New York law, rules, and regulations, New York law, rules, and regulations shall prevail and govern. Each party agrees to submit to the exclusive and personal jurisdiction of the courts located in New York, NY. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act shall not apply to this Agreement.
A waiver of any default is not a waiver of any subsequent default.
This Agreement will be binding upon and will inure to the benefit of the parties, their successors and assigns of the parties hereto.