Terms of Service & End User License Agreement

These Terms of Service and End User License Agreement (together, the “Agreement”) are a legal contract between you and Keegan Whitney, a sole proprietor carrying on business as “Tally” in the Province of Ontario, Canada (“Tally,” “we,” “us,” or “our”). This Agreement governs your access to and use of the Tally web application, mobile applications, marketing website, APIs, and related services (collectively, the “Service”).

Please read carefully.This Agreement contains a binding arbitration clause and class-action waiver in §18. By creating an account or using the Service, you agree to be bound by this Agreement.

Langue française.Si vous êtes un résident du Québec ou si votre entreprise est établie au Québec, vous confirmez votre volonté expresse que la présente entente soit rédigée en anglais. Une traduction française est disponible sur demande. By continuing to use the Service, Quebec residents confirm their express wish that this Agreement be drawn up in English.

1. Eligibility and business use

The Service is offered exclusively for business use by contractor and small-business organizations. You represent and warrant that (a) you are at least 18 years old; (b) you are using the Service in the course of your business or employment; (c) you have the authority to bind the business entity on whose behalf you are accepting this Agreement; and (d) your use of the Service will comply with all applicable laws.

The Service is not intended for personal, family, or household use and is not intended for consumers.

2. Account and credentials

You must create an account to use most features of the Service. You agree to provide accurate and current information, to keep your credentials confidential, to be responsible for activity that occurs under your account, and to notify us promptly of any unauthorized access. We may suspend or terminate accounts that show signs of compromise, abuse, or violation of this Agreement.

3. License grant

Subject to your compliance with this Agreement, Tally grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to (a) access and use the Service for your internal business purposes during your subscription term, and (b) download, install, and run one copy of our mobile application per device that you own or control, solely to access the Service.

4. Restrictions

You will not, and will not allow any third party to:

• Copy, modify, create derivative works of, reverse-engineer, decompile, disassemble, or attempt to derive the source code of the Service, except to the extent this restriction is prohibited by applicable law.
• Resell, rent, lease, sublicense, time-share, or use the Service to operate a service bureau, unless we agree in writing.
• Use the Service to build a competing product, to benchmark it without our written consent, or to copy its features or user interface.
• Use the Service to store, process, or transmit material that is unlawful, infringing, defamatory, obscene, or harmful; to impersonate another person; or to violate any third party’s rights.
• Probe, scan, or test the vulnerability of the Service without our prior written permission, or interfere with or disrupt its integrity or performance.
• Use automated means (bots, scrapers, crawlers) to access the Service beyond what our public APIs or robots.txt permit.
• Remove, obscure, or alter any proprietary notices on the Service or any portion of it.

5. Your content

You retain ownership of the receipts, images, job data, customer data, and other content you submit to the Service (“Customer Content”). You grant us a worldwide, non-exclusive, royalty-free license to host, store, transmit, display, transform, and process Customer Content solely to provide, secure, and improve the Service for you.

You represent and warrant that you have all rights necessary to grant this license and that your Customer Content does not violate any law or third-party right.

We do not use Customer Content to train generalized machine learning models, and we do not share Customer Content with third parties for their own marketing or model training.

6. AI-generated output and accuracy disclaimer

The Service uses optical character recognition and large language models to extract information from receipts and to propose mappings to your accounting records (“AI Output”). AI Output can be incomplete, incorrect, or misaligned with your books. You are responsible for reviewing AI Output before it is posted to QuickBooks and for the accuracy of your own financial records, tax filings, and regulatory submissions.

The Service is not a substitute for a licensed accountant, bookkeeper, or tax advisor. Nothing in the Service constitutes accounting, tax, or legal advice.

7. Third-party services and QuickBooks

The Service integrates with Intuit QuickBooks Online and other third-party services (collectively, “Third-Party Services”). Tally is not affiliated with, endorsed by, or sponsored by Intuit Inc. QuickBooks® and Intuit® are trademarks of Intuit Inc.

Your use of Third-Party Services is governed by the terms of those services, not by this Agreement. You are responsible for maintaining your subscriptions to any Third-Party Services you connect. We are not responsible for the availability, accuracy, or behavior of Third-Party Services, and any charges levied by those services are your responsibility.

You authorize Tally to access and exchange data with the Third-Party Services you connect, solely to provide the Service to you.

8. Fees, subscriptions, and taxes

Unless otherwise stated on the order page, all fees are quoted in Canadian dollars (CAD). Paid plans are billed in advance on a monthly or annual cycle, as selected at signup. Fees are quoted exclusive of applicable taxes; you are responsible for GST/HST, QST, PST, and any other applicable sales or value-added taxes. Fees are non-refundable except where required by law or expressly stated in your order. You authorize us and our payment processor to charge your payment method for all applicable fees.

We may change pricing on renewal. We will give you at least 30 days’ notice before any change applies to your account.

If any payment is not received when due, we may suspend your access until the balance is paid, and we may terminate your account after continued non-payment.

9. Term and termination

This Agreement begins when you first access the Service and continues until terminated. You may terminate at any time by deleting your account from the in-app settings. We may suspend or terminate your access, with or without notice, if (a) you breach this Agreement; (b) you fail to pay fees when due; (c) we reasonably believe your use poses a security, legal, or reputational risk; or (d) we discontinue the Service.

Upon termination, your right to use the Service ends immediately. Sections that by their nature should survive termination will survive, including §§4, 5, 6, 10–20.

You may export your data using the in-app export feature before terminating. After termination, we will delete Customer Content in accordance with our Privacy Policy.

10. Intellectual property

The Service and all software, content, designs, logos, and trademarks associated with it are and remain the property of Tally and its licensors and are protected by copyright, trademark, and other intellectual-property laws. This Agreement does not grant you any rights in the Service other than the limited license expressly granted in §3.

11. Feedback

If you provide us feedback, suggestions, or ideas about the Service, you grant Tally a perpetual, irrevocable, royalty-free license to use and incorporate them without obligation to you.

12. Disclaimer of warranties

THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, TALLY AND ITS SUB-PROCESSORS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, SECURE, ERROR-FREE, OR THAT AI OUTPUT WILL BE ACCURATE, COMPLETE, OR RELIABLE.

13. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL TALLY, ITS AFFILIATES, OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST DATA, BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE SERVICES, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICE, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE GREATER OF (A) THE FEES YOU PAID TO US FOR THE SERVICE IN THE 12 MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100).

Some jurisdictions do not allow certain limitations of liability, so some of the above may not apply to you.

14. Indemnification

You will defend, indemnify, and hold harmless Tally and its affiliates, and their respective directors, officers, employees, and agents, from and against any third-party claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to (a) your Customer Content; (b) your use of the Service in violation of this Agreement or applicable law; or (c) your violation of any third-party right.

15. Apple-specific terms (iOS application)

This section applies only when you use our mobile application on an Apple-branded device. If there is any conflict between this section and the rest of the Agreement, this section controls, but only for Apple’s purposes.

• Parties.This Agreement is between you and Tally only, not with Apple, Inc. (“Apple”). Tally, not Apple, is solely responsible for the iOS application and its content.
• Scope of license.The license granted to you in §3 is limited to a non-transferable license to use the iOS application on any Apple-branded device that you own or control, as permitted by the Usage Rules set forth in Apple’s Media Services Terms.
• Maintenance and support. Tally, not Apple, is solely responsible for any maintenance and support services for the iOS application.
• Warranty.To the maximum extent permitted by law, Apple has no warranty obligation whatsoever with respect to the iOS application. In the event of any failure of the iOS application to conform to any applicable warranty, you may notify Apple and Apple will refund the purchase price (if any) for the iOS application. Any remaining warranty responsibilities are Tally’s.
• Product claims. Tally, not Apple, is responsible for addressing any claims you or a third party may have relating to the iOS application or your use of it, including product-liability claims, claims that the application fails to conform to any applicable legal or regulatory requirement, and claims arising under consumer protection or similar legislation.
• Intellectual property.In the event of any third-party claim that the iOS application or your possession and use of it infringes that third party’s intellectual-property rights, Tally, not Apple, will be solely responsible for the investigation, defense, settlement, and discharge of any such claim.
• Legal compliance.You represent and warrant that (i) you are not located in a country subject to a U.S. Government embargo or designated as a “terrorist supporting” country, and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
• Contact.Questions, complaints, or claims about the iOS application should be directed to Tally at the contact information in §20.
• Third-party beneficiary.You and Tally acknowledge and agree that Apple and Apple’s subsidiaries are third-party beneficiaries of this Agreement, and that Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as a third-party beneficiary.

16. Google Play-specific terms (Android application)

Your use of our Android application is also subject to the Google Play Terms of Service. Tally, not Google, is solely responsible for the Android application and its content.

17. Export controls, sanctions, and anti-spam

The Service is operated from Canada and uses infrastructure located in the United States. You will comply with all applicable Canadian, U.S., and other export-control and economic-sanctions laws, including Canada’s Export and Import Permits Act, the United Nations Act regulations, the Special Economic Measures Act regulations, the U.S. Export Administration Regulations, and sanctions administered by Global Affairs Canada and the U.S. Office of Foreign Assets Control.

You represent that you are not on any Canadian, U.S., United Nations, European Union, or United Kingdom list of prohibited or restricted parties, and that you will not use the Service in, or for the benefit of any person in, any country or region subject to comprehensive trade sanctions.

CASL consent.By providing your business contact information to us, you consent, for purposes of Canada’s Anti-Spam Legislation (CASL), to receive transactional and account-related electronic messages relating to your use of the Service. We will not send you commercial electronic messages without a valid basis for consent under CASL, and every commercial message will include an unsubscribe mechanism.

18. Governing law, arbitration, and class-action waiver

This Agreement is governed by the laws of the Province of Ontario and the federal laws of Canada applicable in that province, excluding conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Any dispute arising out of or related to this Agreement or the Service will be resolved by binding individual arbitration seated in Peterborough, Ontario, conducted in English, and administered by the ADR Institute of Canada under its Arbitration Rules, or such other Canadian arbitral institution as the parties may agree. At your election, hearings may be conducted by videoconference. Judgment on the award may be entered in any court of competent jurisdiction.

You and Tally each agree that disputes will be resolved on an individual basis only. To the extent permitted by applicable law, you waive any right to participate in a class proceeding, collective proceeding, or representative proceeding. If this class-action waiver is found unenforceable, the arbitration agreement will be void as to that claim.

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in a court of competent jurisdiction in Ontario to protect its intellectual-property rights or confidential information. Nothing in this section limits any non-waivable statutory rights you may have under the consumer-protection laws of your province of residence, to the extent those laws apply notwithstanding the B2B nature of the Service.

19. Changes to this Agreement

We may update this Agreement from time to time. If we make material changes, we will notify you in the app or by email at least 15 days before the changes take effect. Your continued use of the Service after changes take effect constitutes acceptance of the updated Agreement.

20. Miscellaneous

• Entire agreement. This Agreement and our Privacy Policy are the entire agreement between you and Tally regarding the Service and supersede any prior agreements.
• Assignment. You may not assign this Agreement without our prior written consent. We may assign this Agreement in connection with a merger, acquisition, or sale of assets.
• Severability. If any provision is held unenforceable, the remaining provisions will remain in effect.
• No waiver. Our failure to enforce any right is not a waiver.
• Force majeure. Neither party is liable for delays or failures caused by circumstances beyond its reasonable control.
• Notices. We may send notices to the email on your account. Notices to us should be sent to legal@tally.contractors.

21. Contact us