Terms of Service

Last Updated: January 2, 2026

1. AGREEMENT TO OUR LEGAL TERMS

These Terms of Service ("Legal Terms," "Terms") are a legally binding agreement between you ("you," "user") and Joseph Brown, doing business as Tally ("Company," "we," "us," or "our"), operating in California, United States.

We operate the website https://tallyhq.app (the "Site") and any related products and services that link to these Legal Terms (collectively, the "Services").

2. DESCRIPTION OF SERVICES

2.1 What Tally Provides

Tally is a deal management and business tracking platform for content creators and creator management companies. The platform helps users:

• Organize brand partnerships and track deals through various stages (prospecting, negotiation, contracts, active deals)
• Manage brand contacts in a CRM system
• Store and organize contracts and related documents
• Track payment statuses and deadlines
• Generate business reports and tax-ready summaries
• Access contract templates and business tools

2.2 What Tally Does NOT Provide

We do NOT:

• Process payments between creators and brands
• Act as a payment gateway or money transmitter
• Hold funds in escrow or facilitate financial transactions
• Provide tax, legal, or financial advice
• File taxes on behalf of users
• Act as a tax preparer or CPA
• Serve as your attorney or legal advisor
• Make business decisions for you
• Guarantee accuracy of any calculations, reports, or AI outputs

Brands pay creators directly. Tally simply helps you track and organize your business information.

2.3 AI-Powered Features

Tally may offer optional AI-powered features to assist users with:

• Summarizing information from contracts or deals
• Reviewing contracts for common issues
• Providing general insights related to negotiations or deal management
• Generating pitch templates or outreach suggestions

3. ELIGIBILITY

3.1 Age Requirement

The Services are intended for users who are at least 18 years old. Persons under the age of 18 are not permitted to use or register for the Services.

3.2 Authority

By using the Services, you represent and warrant that:

• You are at least 18 years of age
• You have the legal capacity to enter into these Terms
• You will comply with these Terms and all applicable laws

4. USER ACCOUNTS

4.1 Account Creation

Users may be required to register for an account to access certain features of the Services. When creating an account, you must:

• Provide accurate, current, and complete information
• Maintain and promptly update your account information
• Keep your login credentials confidential
• Notify us immediately of any unauthorized access

4.2 Account Security

You are responsible for:

• All activities that occur under your account
• Maintaining the security of your password and account
• Any losses resulting from unauthorized use of your account

We are not liable for any loss or damage arising from your failure to maintain account security.

4.3 Account Restrictions

You may not:

• Share your account with others
• Create multiple accounts (except as explicitly permitted by a plan or feature)
• Transfer, sell, or sublicense your account
• Use another person's account without permission

5. SUBSCRIPTIONS AND PAYMENTS

5.1 Subscription Plans

We may offer subscription plans such as:

• Free Plan: $0/month with limited features
• Pro Plan: $20/month with full features including tax tracking and AI tools
• Management Plan: $499/month for agencies and teams managing multiple creators

We may update plans and pricing from time to time. Any changes will be communicated as described in Section 17.

5.2 Payment Terms

• Subscription fees are billed monthly in advance
• All fees are in USD
• You authorize us to charge your payment method on file
• Failed payments may result in service suspension or termination
• Prices may change with 30 days' advance written notice

5.3 Automatic Renewal

Subscriptions automatically renew at the end of each billing period unless you cancel before the renewal date. You will be charged the then-current subscription fee.

5.4 Cancellation and Refunds

• You may cancel your subscription at any time through your account settings (if available)
• If account cancellation tools are not available, you may request cancellation by contacting us at support@tallyhq.app
• Cancellation takes effect at the end of the current billing period
• All payments are non-refundable except as required by applicable law
• No refunds will be provided for partial months or unused features
• You retain access to your data for 30 days after cancellation to export your information

5.5 Payment Processing

Payments for Tally subscriptions may be processed by third-party payment processors (for example, Stripe). By providing payment information, you agree to the payment processor's terms and privacy policy. We do not store your complete credit card information.

6. YOUR CONTENT AND DATA

6.1 Ownership

You retain all rights, title, and interest in and to any content or data you upload, create, or store in the Services ("Your Content"). This includes:

• Brand contact information
• Deal details and pipeline data
• Contracts and documents
• Notes and communications
• Payment tracking information
• Tax-related data

6.2 License to Tally

By uploading Your Content, you grant Tally a limited, non-exclusive, worldwide license to:

• Store, process, and display Your Content to provide the Services
• Create backups of Your Content
• Use anonymized, aggregated data for analytics and service improvement

We do not sell Your Content. We share Your Content only as described in our Privacy Policy (for example, with service providers that help us operate the Services).

6.3 Your Responsibility for Your Content

You are solely responsible for:

• The accuracy of all data you enter into the Services
• Ensuring you have the right to upload any content
• Maintaining backup copies of important documents
• Verifying all calculations, reports, and outputs before relying on them
• Complying with all applicable laws regarding Your Content

6.4 Prohibited Content

You may not upload or store:

• Content that violates any law or regulation
• Content that infringes intellectual property rights
• Malicious code, viruses, or harmful software
• Content that is fraudulent, deceptive, or misleading

7. TAX FEATURES — CRITICAL DISCLAIMERS

7.1 Tax Features Are Tools Only — NOT Tax Advice

• We are NOT tax professionals, CPAs, enrolled agents, or tax preparers
• The Services do not provide tax, accounting, or financial advice
• Tax reports and calculations are provided "as-is" for informational purposes only
• You must consult with a qualified tax professional regarding your specific tax situation

7.2 Your Tax Obligations

You are solely and exclusively responsible for:

• Determining all of your tax obligations under federal, state, and local law
• Filing accurate and timely tax returns
• Paying all taxes owed
• Maintaining adequate records for tax purposes
• Verifying all amounts, calculations, and reports before filing
• Complying with IRS requirements for W-9 forms, 1099 forms, and other tax documents
• Sending 1099 forms to contractors and the IRS by required deadlines
• Determining which payments require 1099 reporting

7.3 No Guarantee of Accuracy

• We make NO representations or warranties about the accuracy, completeness, or reliability of tax features
• Tax laws change frequently; the Services may not reflect the most current regulations
• You must independently verify all tax calculations and reports
• Errors in the Services do NOT excuse you from your tax obligations

7.4 W-9 and 1099 Management

• The Services help you track W-9 forms and flag potential 1099 requirements
• You are responsible for collecting W-9 forms from contractors
• You are responsible for filing 1099 forms with the IRS by required deadlines (typically January 31)
• We do NOT file 1099 forms on your behalf
• We do NOT validate or verify the accuracy of information in W-9 forms
• We do NOT determine whether a payment requires 1099 reporting

7.5 Tax Liability and Indemnification

• Tax penalties, interest, or fines resulting from your use of the Services
• Errors, omissions, or inaccuracies in tax calculations or reports
• Late filing of tax returns or forms
• Incorrect 1099 forms or W-9 information
• IRS audits, tax disputes, or enforcement actions
• Any tax-related damages, losses, or liabilities of any kind

YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD HARMLESS TALLY against any claims, damages, liabilities, costs, or expenses (including reasonable attorneys' fees) arising from:

• Your tax filings or failures to file
• Your use or misuse of the tax features
• Your reliance on tax reports or calculations
• Any tax-related disputes with the IRS or state tax authorities

7.6 Export and Backup Your Tax Data

You are responsible for:

• Exporting and maintaining backup copies of all tax-related data
• Retaining records as required by law
• Having independent records to support your tax filings

Do not rely on the Services as your sole record-keeping system for tax purposes.

8. CONTRACT MANAGEMENT FEATURES

8.1 Contract Templates Are NOT Legal Advice

• We are NOT attorneys and do not provide legal services
• Templates are generic and may not be suitable for your specific situation
• Contract laws vary by jurisdiction, industry, and circumstance
• You should have all contracts reviewed by a qualified attorney before signing

8.2 No Legal Adequacy Guarantee

We make NO representations or warranties about:

• The legal adequacy or enforceability of any template
• Compliance with applicable laws or regulations
• Protection of your rights or interests
• Suitability for any particular transaction or purpose

8.3 Your Responsibility

You are solely responsible for:

• Reviewing all contracts with legal counsel
• Ensuring contracts comply with applicable laws
• Negotiating terms that protect your interests
• Understanding your rights and obligations under any contract
• Enforcing contracts you enter into

8.4 Contract Storage

• We provide storage for your contracts
• You are responsible for maintaining backup copies
• Contracts remain Your Content and are subject to Section 6

8.5 Contract Liability Disclaimer

• Losses resulting from use of contract templates
• Disputes arising from contracts stored in the Services
• Unenforceable or invalid contract provisions
• Any legal claims related to your contracts

9. AI FEATURES — DISCLAIMERS AND LIMITATIONS

9.1 AI Outputs Are Informational Only

AI-powered features may:

• Analyze contracts for common issues or missing terms
• Suggest negotiation strategies or talking points
• Generate pitch templates or outreach messages
• Summarize deal information or brand communications
• Provide general business insights

9.2 AI Limitations and Risks

You acknowledge and understand that:

• AI may make errors, produce incorrect information, or "hallucinate" facts
• AI outputs may not apply to your situation
• AI may miss critical issues, risks, or opportunities
• AI outputs may become outdated as laws, markets, or best practices change

9.3 Not a Substitute for Professional Advice

• Legal advice from a qualified attorney
• Tax advice from a CPA or tax professional
• Financial advice from a financial advisor
• Business consulting from industry experts

You must verify all AI outputs with qualified professionals before taking any action.

9.4 Your Responsibility When Using AI

You are solely responsible for:

• Reviewing and verifying all AI outputs before using them
• Consulting professionals for legal, tax, or financial matters
• Making your own informed business decisions
• Any consequences resulting from reliance on AI outputs

9.5 How AI Uses Your Data

When you use AI features:

• Your prompts and relevant data may be processed by third-party AI providers in order to provide the requested AI feature
• We use your data only to provide the AI features you request
• Any processing is handled in accordance with our Privacy Policy

9.6 AI Liability Disclaimer

• Errors, inaccuracies, or omissions in AI outputs
• Business losses resulting from AI suggestions
• Legal problems arising from AI-generated content or suggestions
• Any damages arising from your use of AI features

10. INTELLECTUAL PROPERTY

10.1 Tally's Intellectual Property

All content, software, features, functionality, trademarks, service marks, logos, and materials available through the Services (excluding Your Content) are owned by or licensed to Tally and are protected by applicable intellectual property laws.

10.2 Limited License to You

We grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Services for your personal or internal business purposes.

You may NOT:

• Copy, modify, distribute, or create derivative works from the Services
• Reverse engineer, decompile, or disassemble any software
• Remove or alter any proprietary notices
• Use our trademarks without written permission
• Frame or mirror any part of the Services
• Use automated systems to access the Services (e.g., bots, scrapers)

10.3 Feedback and Suggestions

If you provide feedback, suggestions, or ideas about the Services, you grant us a perpetual, irrevocable, worldwide license to use and incorporate them without obligation or compensation.

11. PROHIBITED ACTIVITIES

You agree that you will NOT:

• Use the Services for any illegal purpose or in violation of any laws
• Engage in fraudulent, deceptive, or misleading activities
• Harass, abuse, threaten, or harm others
• Attempt to gain unauthorized access to the Services or systems
• Upload malware or harmful code
• Interfere with or disrupt the Services or servers
• Scrape, crawl, or systematically extract data
• Sell, rent, lease, or transfer your account
• Impersonate others or misrepresent your affiliation

If you violate these Terms, we may suspend or terminate your account and pursue any remedies available under law.

12. INDEMNIFICATION

You agree to indemnify, defend, and hold harmless Tally and its officers, directors, employees, contractors, agents, licensors, and suppliers from and against any and all claims, actions, demands, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising from or related to:

• Your use or misuse of the Services
• Your violation of these Terms
• Your violation of any laws or regulations
• Your Content or data uploaded to the Services
• Your tax filings, failures to file, or tax liabilities
• Your business activities, contracts, or deal negotiations
• Any claims by third parties related to your use of the Services
• Your reliance on AI outputs, tax reports, or contract templates
• Any disputes between you and brands, contractors, or other parties

We reserve the right to assume exclusive defense and control of any matter subject to indemnification, and you agree to cooperate.

13. DISCLAIMERS

13.1 Services Provided "AS IS"

13.2 No Guarantee of Results

WE DO NOT GUARANTEE THAT:

• The Services will meet your requirements
• The Services will be uninterrupted, secure, or error-free
• Any information, data, or outputs will be accurate or reliable
• Defects will be corrected
• Tax features ensure compliance with tax laws
• AI outputs will be accurate or useful
• Contract templates will be legally adequate

13.3 Third-Party Services

The Services may integrate with or link to third-party services. We do not control or assume responsibility for third-party services. Your use is at your own risk and subject to their terms.

14. LIMITATION OF LIABILITY

14.1 Maximum Liability

• The amount you paid to Tally in the 12 months immediately preceding the claim, OR
• $100 USD

14.2 Exclusion of Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE ARE NOT LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOSSES OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITIES.

We are not liable for:

• Tax penalties, interest, fines, or liabilities
• IRS audits, tax disputes, or enforcement actions
• Legal problems arising from contracts or negotiations
• Errors, omissions, or inaccuracies in the Services
• AI errors or incorrect outputs
• Actions or failures to act by third parties

Some jurisdictions do not allow certain limitations; in those cases, liability is limited to the maximum extent permitted by law.

15. DISPUTE RESOLUTION

15.1 Informal Resolution First

Before filing any legal claim, you agree to contact us at support@tallyhq.app to attempt to resolve the dispute informally. Both parties agree to negotiate in good faith for at least 30 days before pursuing formal proceedings.

15.2 Binding Arbitration

Any dispute, claim, or controversy arising from or relating to these Terms or your use of the Services that cannot be resolved informally shall be resolved through binding arbitration, not in court, except:

• Small claims court actions (if they qualify and remain in small claims court)
• Claims for injunctive or equitable relief related to intellectual property

15.3 Arbitration Rules and Process

• Arbitration will be administered by the American Arbitration Association (AAA)
• Conducted under the AAA's Consumer Arbitration Rules
• Location: San Francisco, California, or your county of residence if required by law, or remotely if permitted

15.4 CLASS ACTION WAIVER

If this class action waiver is found unenforceable, then the arbitration agreement in Section 15.2 shall be null and void, but the rest of these Terms remain in effect.

15.5 Opt-Out of Arbitration

You have the right to opt out of arbitration by sending written notice to support@tallyhq.app within 30 days of accepting these Terms. Include your full name and the email address associated with your account.

15.6 Governing Law and Venue

These Terms are governed by the laws of the State of California, without regard to conflict of law principles.

If a dispute proceeds in court rather than arbitration, you agree it will be brought exclusively in the state or federal courts located in San Francisco County, California, and you consent to personal jurisdiction and venue there.

15.7 Time Limit for Claims

You must bring any claim within one (1) year after the claim arises, or it is permanently barred.

16. TERMINATION

16.1 Termination by You

You may terminate your account at any time by canceling in your account settings (if available) or by contacting support@tallyhq.app.

16.2 Termination by Us

We may suspend or terminate your account immediately if you violate these Terms, fail to pay fees, engage in illegal activity, or if required by law.

16.3 Effect of Termination

Your right to use the Services ceases upon termination. Sections intended to survive (including liability limitations, arbitration, disclaimers, and indemnification) remain in effect.

16.4 Data Retention After Termination

You may have a limited period to export your data after cancellation (for example, 30 days). We may retain certain data as required by law and may retain anonymized, aggregated data indefinitely for analytics.

17. MODIFICATIONS TO SERVICES AND TERMS

We may modify the Services or these Terms at any time by posting updated Terms on the Site and/or notifying you via email or in-app notices.

Continued use after changes constitutes acceptance. If you do not agree, you must stop using the Services and cancel your account.

18. GENERAL PROVISIONS

These Terms, together with our Privacy Policy, constitute the entire agreement between you and Tally regarding the Services.

If any provision is unenforceable, the remainder remains in effect. You may not assign your rights under these Terms without our consent. We may assign our rights without your consent.

19. CONTACT INFORMATION

If you have questions about these Terms or the Services, contact us by email at support@tallyhq.app.

20. IMPORTANT ACKNOWLEDGMENTS

• Tally is a tracking and organizational tool and is not a payment processor, tax advisor, or law firm
• You are solely responsible for tax filings, legal review, and business decisions
• AI outputs may be incorrect and are not professional advice
• You agree to arbitration and waive class action rights unless you opt out within 30 days
• Our liability is limited as described in Section 14