Content on Our SiteIntellectual Property Rights. You agree that the Site itself, as well as all content, photographs, sound or videos, media, images, formulas, graphics, webinars, training materials, products, services and/or other information and materials, and selection and arrangements thereof (other than content uploaded by you or other users) is copyrighted work under the United States and other copyright laws, and is the property of or licensed by Tally Labs, made available on the Site or any information, materials, and content transferred via a downloadable file or link by us or other third parties (collectively the “Content”). All trademarks, service marks, and trade names (collectively, the “Marks”) are trademarks or registered trademarks of and are proprietary to Tally Labs or other respective owners that have granted Tally Labs the right to use such Marks. Subject to your compliance with these Terms, and unless otherwise modified by other agreement, we hereby grant you a limited, non-exclusive, non-transferable, and non-sublicensable, and revocable right to access, view, and use the Site solely for your personal purposes and non-commercial use, and as we otherwise intend. Tally Labs reserves the right to monitor the Services and Content for the purpose of determining that your usage complies with these Terms. You may not modify, publish, transmit, participate in the transfer or sale of, reproduce, create derivative works of, distribute, publicly perform, publicly display, or in any way exploit any of the materials or Content on our Site in whole or in part, other that as necessary for your own personal non-commercial use, without our written consent. Modification of the Content or use of the Content for any other purpose is a violation of the copyright and other proprietary rights of Tally Labs, as well as other authors who created the materials, and may be subject to monetary damages and penalties.
Third-Party Content. Our Site contains Content that we create as may also include Content provided by third parties like usecs. We do not monitor, we do not endorse, and we are not liable for any third-party content. There may be some inadvertent accuracies or errors in the content and we do not guarantee the accuracy, integrity, completeness or quality of the content on our Site or located at third party URLs that may be posted on our Site. Tally Labs is not responsible or the content on any linked site or any link contained in a linked site. We do not endorse or accept responsibility for the content of such third-party sites.
Your Conduct on Our SiteEligibility. To use the Site, you must be, and represent and warrant that you are, of legal age (18 years of age or older) and competence. By using the Site on behalf of any third party, you are representing to us that you are an authorized representative of that third party and that your use of the Site constitutes that third party’s acceptance of these Terms. In addition, if you have been previously prohibited from accessing the Site or the website of any of our affiliates, you are not permitted to access the Site.
Account Information. If you create an account, any information that you choose to provide us must be true, accurate, current, and complete. To create an account, you must provide us with a name and email address. If you create an account with us that links a crypto-wallet that contains NFTs, you represent and warrant to us that you own the associated NFT and/or have sufficient rights in the same to create the account, including without limitation, sufficient rights to the underlying artwork from the applicable NFT collection creator. You are entirely responsible for maintaining the confidentiality of your password, account and private keys. You are entirely responsible for any and all activities that occur under your account. Your account is non-transferrable. You cannot sell, combine, or otherwise share it with any other person. Any violation of these Terms, including, without limitation, failure to maintain updated and correct information about your account or cause your account to fall out of good standing and we may cancel your account in our sole discretion. When you register with Tally Labs and/or this Site, you expressly consent to receive any notices, announcements, agreements, disclosures, reports, documents, communications concerning new products or services, or other records or correspondence from Tally Labs.Feedback. If you send comments or suggestions about the Site to Tally Labs, including, but not limited to, notes, text, drawings, images, designs or computer programs, such submissions shall become, and shall remain, the sole property of Tally Labs. No submission shall be subject to any obligation of confidence on the part of Tally Labs. Tally Labs shall exclusively own all rights to (including intellectual property rights thereto), and shall be entitled to unrestricted use, publication, and dissemination as to all such submissions for any purpose, commercial or otherwise without any acknowledgment or compensation to you.
Prohibited Conduct. Use of our Site is subject to existing laws and legal process. Nothing contained in these Terms will limit our right to comply with governmental, court, and law-enforcement requests or requirements relating to your use of our Site. You agree not to copy or imitate the appearance, design or style of our Site or any Content. The technology and software underlying our Site and the Services are the property of Tally Labs our affiliates and/or our business partners. You agree that you will not use our Site or its Content to take any of the following actions:You agree to use the site only for purposes that are legal, proper, and in accordance with these Terms and any applicable laws or regulations. In addition to limits within our Content Moderation Policy, without limitation, you may not, and may not allow any third party to: (i) send, upload, distribute or disseminate any unlawful, defamatory, harassing, abusive, fraudulent, obscene, or otherwise objectionable content; (ii) undertake any unlawful activity which would violate, or assist in violation of, any law, statute, ordinance, or regulation, sanctions program administered in any relevant country, including but not limited to the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), or which would involve proceeds of any unlawful activity; (iii) distribute viruses, worms, defects, Trojan horses, corrupted files, hoaxes, or any other items of a destructive or deceptive nature; (iv) impersonate another person (via the use of an email address or otherwise); (v) upload, post, transmit or otherwise make available through the Platform any content that infringes the intellectual proprietary rights of any party; (vi) operate to defraud Tally Labs, other users, or any other person or provide false, inaccurate or misleading information; (vii) use the Site to violate the legal rights (such as rights of privacy and publicity) of others; (viii) engage in, promote, or encourage illegal activity (including, without limitation, terrorism, tax evasion or money laundering); (ix) interfere with another individual’s or entity’s access to or use of the Site; defame, abuse, extort, harass, stalk, threaten or otherwise violate or infringe the legal rights (such as, but not limited to, rights or privacy, publicity and intellectual property) of others; incite, threaten, facilitate, promote, or encourage hate, racial intolerance or violent acts against others; harvest or otherwise collect information from the Site about others, including without limitation email addresses, without proper consent; (x) exploit the Site for any unauthorized commercial purpose; (xi) modify, adapt, translate, or reverse engineer any portion of the Site; (xii) remove any copyright, trademark or other proprietary rights notices contained in or on the Site or any part of it; (xiii) reformat or frame any portion of the Site; (xiv) display any content on the Site that contains any hate-related or violent content or contains any other material, products or services that violate or encourage conduct that would violate any criminal laws, any other applicable laws, or any third party rights; (xv) use any robot, spider, site search/retrieval application, or other device to retrieve or index any portion of the Site or the content posted on the Site, or to collect information about its users for any unauthorized purpose; (xvi) create user accounts by automated means or under false or fraudulent pretenses; or (xvii) access or use the Site for the purpose of creating a product or service that is competitive with any of our products or services.
Content Moderation Policy
You are responsible for all activity on your account. If you violate our policies we may terminate your account. Don’t do anything illegal, abusive towards others, or that abuses our site in a technical way. As a result, we also look at what you do with your membership off our platform. You can find more detailed information in the Content Moderation Policy. This policy covers most issues, but is not exhaustive. If you find a new and creative way to hurt Tally Labs or our community, we may take action to prevent it.
DCMA Copyright Infringement Takedown PolicyInfringement Notification. Tally Labs respects the rights of others and we expect users of our Site and Services to do the same. These Terms prohibit the infringement of the copyrights of others, and it is also our policy that we may remove, suspend, terminate access, or take other appropriate action against repeat offenders. We may also remove content that in our sole discretion appears to infringe the intellectual property rights of others.
How to File an Infringement Notification. If you have evidence, know, or have a good faith belief that content residing on or accessible through our Site infringes a copyright which you own or for which you are a designated agent, please send a notice of infringement by email to Tally Labs:DMCA
Email Address: [EMAIL ADDRESS].
Send such notice with the information that sets forth the items specified below:Identify the copyrighted work claimed to have been infringed. If multiple copyrighted works are covered by a single notification, provide a representative list of such works.Identify the material that is claimed to be infringing or to be the subject of infringing activity. Include information reasonably sufficient to permit Tally Labs to locate the material. Please provide a URL and screenshots for each item. Include the specific asset(s) or page(s) that you claim to be infringing. Say “entire work” ONLY if all assets/pages in a collection/document are infringing.Include details of your claim to the material, or your relationship to the material’s copyright holder.Provide your full name, address, and telephone number should we need to clarify your claim.Provide a working email address where we can contact you to confirm your claim.If true, include the following statement: “I have a good faith belief that use of the copyrighted materials described above as the allegedly infringing web pages is not authorized by the copyright owner, its agent, or the law.”If true, include the following statement: “I swear, under penalty of perjury, that the information in the notification is accurate and that I am the copyright owner or am authorized to act on behalf of the copyright owner to make this complaint.”Sign the document, physically or electronically.ANY NOTICE THAT DOES NOT COMPLY WITH THE REQUIREMENTS OF TITLE 17, UNITED STATES CODE, SECTION 512(c)(3) WILL NOT RECEIVE A RESPONSE. NOTHING IN THIS POLICY IS INTENDED TO EXPAND OR SUPPLEMENT THE LEGAL RIGHTS, PROCEDURES AND REMEDIES AUTHORIZED AND GRANTED UNDER THE DMCA. Please note that you may be liable for damages, including but not limited to costs and attorneys’ fees, under the DMCA if you knowingly materially misrepresent: (a) that material on the Site infringes upon your copyright; or (b) that material on the Site was removed or disabled by mistake or misidentification. If a user is found to be an infringer of the copyright rights of others, Tally Labs may terminate access to the user’s account.
Avenue is a Neutral Platform.
Avenue is a neutral platform. Meaning, we endeavor not to change or otherwise augment applicable laws and contracts regarding intellectual property rights. We respect the relevant rights of the various stakeholders who use Avenue. If you’re a NFT Collection seeking to give your NFT holders a place to post content and materials, subject to your own promulgated license, we will not seek to change that. If you’re a creator posting your own creative works of authorship, we will not seek to usurp your rights.
Minimal Intervention. Except as required by law (i.e. DMCA), or contract with a particular party, we will not take or otherwise involve ourselves on one side or another in a dispute regarding underlying rights to intellectual property. With content, things can sometimes get messy, and how you see things might not always been how others see things. Disputes should be resolved first through seeking private agreement, and next through use of available legal remedies, such as availing yourself of courts.
Community Space Rules. Each [Community Space] will have the opportunity to implement and enforce its own set of rules, terms, licenses and limitations regarding the use of its intellectual property rights. Any content posts in that Community Space will be come so subject to the publicly promulgated rules of that particular Community Space.
Content Moderation. In addition to our baseline Content Moderation Rules, we will defer to the Community Lead in any given space for additional content moderation rules and requirements (as long as those rules comply with our baseline Content Moderation Rules.
Community Lead. If you are a community lead, you might have additional privileges or responsibilities. Those privileges or responsibilities will be documented in a separate agreement.
Product Descriptions. We try to make the Site thorough, accurate, and helpful to our customers. Nonetheless, there may be times when certain information contained on the Site may be incorrect, incomplete, inaccurate, or appear inaccurate because of the browser, hardware, or other technology that you use. We apologize in advance for any such errors that may result in an incorrect price, inaccurate description, item unavailability or otherwise affect your order. We reserve the right to correct errors (whether by changing information on the Site or by informing you of the error and giving you an opportunity to cancel your order) or to update Product information at any time without notice.
Availability and Pricing. Tally Labs reserves the right to change the prices and available Products at any time. Quantities of some Products may be limited and stock cannot always be guaranteed. Inventory of NFTs will be managed on our own smart contract, the public Ethereum blockchain, and/or any other public blockchains we reasonably determine. We cannot guaranty that the public ledgers we rely upon will remain operational, accessible, or bug free. Products offered for sale on this Site are for sale only in the regimes where we can legally sell the same and all prices are quoted in ETH (Ethereum) and/or USD, and/or any other cryptographic currency we determine is appropriate. We may occasionally make errors in the stated prices on this Site. If a product’s correct price is higher than the listed price, we will, in our discretion, either confirm the correct price with you or cancel your order and notify you of such cancellation.
Purchasing Products. The display of Products on the Site invites you to make us an offer to buy the Products. Your order is an offer to buy the Products, which we accept only by shipping the Products ordered. Any confirmation that you receive after placing an order does not constitute an acceptance of your offer and is subject to correction before shipment in the event of inaccuracies, errors, Product unavailability, or for any other reason.
Promotional Uses. When you create a character or post content using the Site, you give us permission to use your character (and a limited license to the intellectual property rights incorporated therein) to promote the Site and/or Tally labs, including without limitation, on Tally Lab’s social media accounts.
Transactions might be Executed by Smart Contracts. For some transactions, you must voluntarily invoke one or more Smart Contract operations from an Ethereum Wallet. You acknowledges the risk of Smart Contracts and agrees to be bound by the outcome of any Smart Contract operation by invoking, calling, requesting, or otherwise engaging with the Smart Contract, whether or not the Smart Contract behaves as you expects.
You Acknowledges the Risk of Smart Contracts and Blockchain Technology. Tally Labs transactions, including but not limited to primary sales, secondary market sales, listings, offers, bids, acceptances, and other operations through the Site utilize experimental smart contract and blockchain technology, including non-fungible tokens, cryptocurrencies, consensus algorithms, and decentralized or peer-to-peer networks and systems. You acknowledge and agree that such technologies are experimental, speculative, and inherently risky. You acknowledge and agree that Tally Labs smart contracts may be subject to bugs, malfunctions, timing errors, hacking and theft, or changes to the protocol rules of the Ethereum blockchain (i.e., "forks"), which can adversely affect the smart contracts and may expose you to a risk of total loss, forfeiture of your digital currency or Tally Labs NFTs, or lost opportunities to buy or sell Tally Labs NFTs. Tally Labs assumes no liability or responsibility for any such smart contract or related failures, risks, or uncertainties.
You Assume the Risk of Interacting with Smart Contracts. You hereby acknowledge and assume the risk of initiating, interacting with, participating in transactions and take full responsibility and liability for the outcome of any transaction they initiate, whether or not the smart contracts, Tally Labs Site, or other market participants behave as expected or intended. You hereby represent that they are knowledgeable, experienced and sophisticated in using blockchain technology, Tally Labs Site, and in initiating Ethereum-based transactions.
No Attacking or Interfering with the Smart Contracts. You are forbidden from engaging in any attack, hack, denial-of-service attack, interference, or exploit of any Tally Labs smart contract. Operations performed by you that are technically permitted by a Tally Labs smart contract may nevertheless be a violation of our Terms of Service and the law.
Tally Labs Makes No Representations or Warranties. Tally Labs makes no representations or warranties, express or implied, written or oral, made by or on behalf of Tally Labs in connection therewith, including any representations or warranties of title, non-infringement, functionality, merchantability, usage, security, suitability or fitness for any particular purpose, workmanship or technical quality of any Tally Labs NFT or work, smart contract code, or software.
Tally Labs is Not Liable for the Outcome of Any Marketplace Transaction. Tally Labs shall not be liable to you for contract, tort, or any other types of damages, including indirect, special, incidental, consequential, punitive or exemplary damages arising out of or related to participation in or the outcome of a transaction of an NFT, whether or not Tally Labs has been advised or knew of the possibility of such damages. Tally Labs's liability for damages under this Agreement shall in all cases be limited to those limitations described elsewhere in these terms.
Tally Labs May Modify these Terms and the Smart Contracts. Tally Labs reserves, the right, in its sole and absolute discretion, to amend, modify, alter or supplement these Terms and the smart contracts accessible through Tally Labs Site from time to time.
The Smart Contracts Are Not Controlled By Tally Labs. You acknowledges and agrees that Tally Labs is not a party to any agreement or transaction between any users involving the purchase, offer, sale, auction, or transfer of NFTs after the first sale by Tally Labs to a third-party, whether or not a commission or fee is received by Tally Labs as a consequence of the transaction. NFTs listed for sale on third-party marketplaces are not offered on consignment or held in trust on behalf of any party.
Not An Investment. Your purchase of the NFT does NOT CONSTITUTE AN INVESTMENT. Purchase of an NFT and the subsidiary rights associated therewith, is meant the utility and exploitation thereof through other commercial activities. We make no warranties regarding future value, express or implied, to the public or to buyers. There is no entitled future interest or value to those who buy or own an NFT. No warranties or promises of future value are being made in any way by us. In no way are we guaranteeing any level of success at this endeavor.
No Expectation of Profit. You may lose all monies spent purchasing the NFT. There is no guarantee that the utility of the NFTs this site or in public statements will be delivered. There is no guaranty you’ll be able to sell your NFTs if you so choose. If you are uncertain as to anything described by us or on the Site any detail regarding the project, or you are not prepared to lose all monies spent purchasing our Products, we strongly urge you not to purchase any products. We recommend you consult legal, financial, tax and other professional advisors or experts for further guidance before participating in any purchase on the Site. You are strongly advised to take independent legal advice in respect of the legality of your participation in this project in your jurisdiction.
Not Securities. NFTs are not securities of any type. Holding a NFT does not entitle the holder to any expectation of profit, or monetary benefit in any way. Our NFTs are merely a means by which you may be able to record and memorialize certain rights otherwise described in a standalone contract, and not anything else.
Questions? If you have questions, please contact us at:Tally Labs Inc.[EMAIL ADDRESS] – firstname.lastname@example.org
DisputesSubject to applicable law, you and Tally Labs agree that any dispute that has arisen or may arise between us relating in any way to your use of or access to the Services or Site, any breach, enforcement, or termination of these Terms, or otherwise relating to Tally Labs in any way will be resolved in accordance with the provisions set forth in this Section.
Informal Resolution. If you have any dispute with us, you agree that before taking any formal action, you will contact us at [EMAIL ADDRESS], provide a brief, written description of the dispute and your contact information (including your username, if your dispute relates to an account) and allow sixty (60) days to pass, during which we will attempt to reach an amicable resolution of any issue.
Arbitration. These Terms and each of its parts evidence a transaction involving interstate commerce, and the Federal Arbitration Act applies in all cases and governs the interpretation and enforcement of the arbitration rules and arbitration proceedings. Any Covered Matters must be asserted individually in binding arbitration administered by the American Arbitration Association (“AAA”) in accordance with its Commercial Arbitration Terms and the AAA Supplementary Procedures for Consumer-Related Disputes (including, without limitation, utilizing desk, phone or video conference proceedings where appropriate and permitted to mitigate costs of travel). The arbitrator shall not conduct any form of class or collective arbitration nor join or consolidate claims by or for individuals. The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability or formation of these Terms, including, but not limited to, any claim that all or any part of these Terms is void or voidable or a particular claim is subject to arbitration. Judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
Award. For matters where the relief sought is over $5,000, the arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. The arbitrator will decide the substance of all claims in accordance with applicable law, including recognized principles of equity, and will honor all claims of privilege recognized by law. The arbitrator shall not be bound by rulings in prior arbitrations involving different users but is bound by rulings in prior arbitrations involving the same Tally Labs user to the extent required by applicable law. The arbitrator’s award shall be final and binding and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S). ANY RELIEF AWARDED CANNOT AFFECT OTHER USERS.
Exceptions. There are only two exceptions to this arbitration agreement:First, if a party reasonably believes that the other party has in any manner infringed or threatened to infringe the intellectual property rights of the other party, the party who owns the intellectual property rights may seek injunctive or other appropriate interim relief in any court of competent jurisdiction.Second, any claim of $500 or less may, at the option of the claiming party, be resolved in small claims court within the United States, if the claim and the parties are within the jurisdiction of the small claims court and so long as the matter remains in such court and advances only on an individual (non-class, non-representative) basis.
Costs of Arbitration. Payment of all filing, administration, and arbitrator fees will be governed by the AAA’s rules, unless otherwise stated in this agreement to arbitrate. If the value of the relief sought is $5,000 or less, at your request, Tally Labs will reimburse you for all filing, administration, and arbitrator fees associated with the arbitration following the earlier of the arbitrator’s decision or settlement. In the event the arbitrator determines the claim(s) you assert in the arbitration to be frivolous, Tally Labs is relieved of its obligation to reimburse you for any fees associated with the arbitration.
Future Amendments to the Agreement to Arbitrate. Notwithstanding any provision in the Terms to the contrary, you and we agree that if we make any amendment to this agreement to arbitrate in the future, that amendment shall not apply to any claim that was filed in a legal proceeding against Tally Labs prior to the effective date of the amendment. The amendment shall apply to all other disputes or claims governed by the agreement to arbitrate that have arisen or may arise between you and Tally Labs. If you do not agree to these amended terms, you may close your account within thirty (30) days of the posting or notification and you will not be bound by the amended terms.
Judicial Forum for Legal Disputes. Unless you and we agree otherwise, in the event that the agreement to arbitrate above is found not to apply to you or to a particular claim or dispute, either as a result of your decision to opt out of the agreement to arbitrate, as a result of a decision by the arbitrator or a court order or because you have chosen to file an eligible lawsuit in small claims court, you agree that any claim or dispute that has arisen or may arise between you and Tally Labs must be resolved exclusively by a state or federal court located in Delaware. You and Tally Labs agree to submit to the personal jurisdiction of the courts located within Delaware for the purpose of litigating all such claims or disputes.OPT-OUT. IF YOU ARE A NEW Tally Labs USER, YOU CAN CHOOSE TO REJECT THE AGREEMENT TO ARBITRATE PROVISION ("OPT-OUT") BY EMAILING US AN OPT-OUT NOTICE TO [EMAIL ADDRESS] ("OPT-OUT NOTICE"): Tally Labs. THE OPT-OUT NOTICE MUST BE RECEIVED NO LATER THAN THIRTY (30) DAYS AFTER THE DATE YOU ACCEPT THE TERMS OF SERVICE FOR THE FIRST TIME. IF YOU ARE NOT A NEW Tally Labs USER, YOU HAVE UNTIL THIRTY (30) DAYS AFTER THE POSTING OF THE NEW TERMS OF SERVICE TO SUBMIT AN ARBITRATION OPT-OUT NOTICE.Procedure. In order to opt-out, you must email your name, address (including street address, city, state, and zip code), and email address(es) associated with your Account(s) to which the opt-out applies and an unaltered digital image of a valid driver’s license which matches the name on your account to: [EMAIL ADDRESS].This procedure is the only way you can opt out of the agreement to arbitrate. If you opt out of the agreement to arbitrate, all other parts of the agreement and its Disputes Section will continue to apply to you. Opting out of this agreement to arbitrate has no effect on any previous, other, or future arbitration agreements that you may have with us.
WAIVER. BY AGREEING TO THESE TERMS, YOU HEREBY IRREVOCABLY WAIVE ANY RIGHT YOU MAY HAVE TO A COURT TRIAL (OTHER THAN SMALL CLAIMS COURT AS PROVIDED BELOW) OR TO SERVE AS A REPRESENTATIVE, AS A PRIVATE ATTORNEY GENERAL, OR IN ANY OTHER REPRESENTATIVE CAPACITY, OR TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS, IN ANY LAWSUIT, ARBITRATION OR OTHER PROCEEDING FILED AGAINST US AND/OR RELATED THIRD PARTIES.
IndemnificationYou hereby agree to indemnify, defend and hold Tally Labs and all of our officers, directors, mangers, members, employees, agents, information providers, affiliates, partners, and licensors (“Tally Labs Party,” or collectively, the “Tally Labs Parties”) harmless from and against any and all liability, claims, damages, losses, costs, and expenses, including attorneys' fees, incurred by any Tally Labs Party arising from, related to, or in connection with (a) a violation of any provision of these Terms by you; or (b) arising from, related to, or connected with your violation of the rights of Tally Labs or any other person or entity. We may, in our sole and absolute discretion, control the disposition of any such claim at your sole cost and expense. You may not settle any such claim without our express written consent. This defense and indemnification obligation is intended to extend to the fullest extent permitted by law and will survive these Terms and your use of the Site.
Warranties and Disclaimers
Service Outages and Force Majeure. Unless you have greater rights in a separate signed agreement with us, we disclaim to the fullest extent permitted by law any service outages that are caused by our maintenance on the servers or the technology that underlies our Site, failures of our service providers (including telecommunications, hosting, and power providers), computer viruses, natural disasters or other destruction or damage of our facilities, acts of nature, war, civil disturbance, or any other cause beyond our reasonable control. Under no circumstances shall Tally Labs or its licensor or service providers be held liable for any delay or failure in performance resulting directly or indirectly from an event beyond its reasonable control. This provision is not intended to disclaim liability that Tally Labs may not disclaim under law.USE OF SITE AND CONTENT IS AT YOUR OWN RISK. WE DO NOT WARRANT THAT OUR SITE WILL BE UNINTERRUPTED OR ERROR FREE. IN ADDITION, WE DO NOT MAKE ANY WARRANTY AS TO THE CONTENT ON OUR SITE. OUR SITE AND CONTENT ARE DISTRIBUTED ON AN "AS IS, AS AVAILABLE" BASIS TO THE FULLEST EXTENT PERMITTED BY LAW. ANY MATERIAL THAT YOU DOWNLOAD OR OTHERWISE OBTAIN THROUGH OUR SITE IS DONE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY POTENTIAL DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM YOUR DOWNLOAD OF ANY SUCH MATERIAL. NEITHER WE NOR ANY OF OUR AFFILIATES OR BUSINESS PARTNERS MAKES ANY WARRANTY THAT (i) OUR SITE, AND SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (ii) OUR SITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF OUR SITE WILL BE ACCURATE OR RELIABLE, AND (iv) ANY ERRORS WILL BE CORRECTED. NEITHER WE NOR ANY OF OUR AFFILIATES OR BUSINESS PARTNERS MAKE ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO OUR SITE, ANY CONTENT, OR ANY OF OUR SERVICES, TOOLS, PRODUCTS, OR PROPERTIES. YOU EXPRESSLY AGREE THAT YOU WILL ASSUME THE ENTIRE RISK AS TO THE QUALITY AND THE PERFORMANCE OF OUR SITE AND THE ACCURACY OR COMPLETENESS OF ITS CONTENT. Tally Labs ASSUMES NO RESPONSIBILITY FOR AND DISCLAIMS ALL LIABILITY TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW FOR ANY SUCH INACCURACIES, ERRORS OR OMISSIONS. NEITHER WE NOR OUR AFFILIATES OR BUSINESS PARTNERS WILL BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE OUR SITE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS PROVISION IS NOT INTENDED TO DISCLAIM LIABILITY THAT Tally Labs MAY NOT DISCLAIM UNDER APPLICABLE LAW.NO RESPONSIBILITY FOR THIRD-PARTY SERVICES AND MATERIALS. Tally Labs DOES NOT WARRANT, ENDORSE, GUARANTEE OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SITE OR ANY WEBSITE FEATURED OR LINKED TO THROUGH THE SITE, AND Tally Labs WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. Tally Labs WILL NOT BE LIABLE FOR THE OFFENSIVE OR ILLEGAL CONDUCT OF ANY THIRD PARTY. YOU VOLUNTARILY ASSUME THE RISK OF HARM OR DAMAGE FROM THE FOREGOING. THE FOREGOING LIMITATIONS WILL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW, EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.NEW JERSEY RESIDENTS. TO NEW JERSEY RESIDENTS, THE PROVISIONS ABOVE ARE INTENDED TO BE AS BROAD AND INCLUSIVE AS PERMITTED BY THE LAW OF THE STATE OF NEW JERSEY ONLY.
Limitation of Liability
NO CONSEQUENTIAL DAMAGES. IN NO EVENT, AS PERMITTED BY THE FULLEST EXTENT OF APPLICABLE LAW, WILL Tally Labs, AND Tally Labs PARTIES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES RESULTING FROM THE PERFORMANCE, USE OF OR THE INABILITY TO USE THE SITE, SERVICES, CONTENT OR PRODUCTS, EVEN IF Tally Labs HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, VIOLATION OF STATUTE OR OTHERWISE. THIS PROVISION IS NOT INTENDED TO EXCLUDE LIABILITY THAT Tally Labs MAY NOT EXCLUDE UNDER APPLICABLE LAW.
OUR LIABILITY IS LIMITED. IN ANY EVENT, OUR AGGREGATE LIABILITY WILL NOT EXCEED THE AMOUNT PAID FOR THE PRODUCTS TO WHICH THE CLAIM RELATES OR, IF THE CLAIM DOES NOT RELATE TO A PRODUCT, $100. THIS PROVISION IS NOT INTENDED TO EXCLUDE LIABILITY THAT Tally Labs MAY NOT EXCLUDE UNDER APPLICABLE LAW.
NEW JERSEY RESIDENTS. TO NEW JERSEY RESIDENTS, THE PROVISIONS OF THIS PARAGRAPH 9 ARE INTENDED TO BE AS BROAD AND INCLUSIVE AS PERMITTED BY THE LAW OF THE STATE OF NEW JERSEY ONLY.
Termination; SurvivalTerm. These Terms are effective unless and until terminated by you or us. We may, in our sole and absolute discretion and without any liability, modify, suspend or discontinue any aspect of the Site, temporarily or permanently, at any time and without prior notice.
Suspension and Termination. We may deny you access to all or part of the Site at any time for any reason (including if you violate these Terms, as determined in our sole and absolute discretion) or no reason at all.
Survival. If we terminate your right to access the Site, these Terms will terminate and all rights you have to access the Site will immediately terminate. The following provisions will survive termination: Intellectual Property, Indemnification, Payment Obligations, Warranties and Disclaimers, Limitations of Liability, Dispute and any and all others that by their sense and context are intended to survive the termination or expiration of the Agreement shall survive.
General TermsNo Waiver; Severability. Our failure to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision, and our failure to exercise or enforce any right or remedy in these Terms does not waive that right or remedy. The provisions of these terms are intended to extend to the fullest extent permitted by law. No waiver of any term of these Terms will be binding unless in writing.
Statute of Limitations. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of our Site or these Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred.
Applicable Law. These Terms will be construed in accordance with the laws of the United States of America and (to the extent not inconsistent with or preempted by federal law) the State of Delaware, and the parties irrevocably consent to bring any action to enforce these Terms before an arbitration panel or before a court of competent jurisdiction in Delaware if seeking interim or preliminary relief or enforcement of an arbitration award.If any part of these Terms is determined to be invalid or unenforceable pursuant to applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision, and the remainder of the Terms shall continue in effect.
Headings. The provision titles in these Terms are for convenience only and have no legal or contractual effect. These Terms will not be construed against the drafter.
Notice. You hereby consent to receiving and transacting with us by electronic means. We may deliver notice to you by e-mail, posting a notice on the Site or any other method we choose and such notice will be effective on dispatch. If you give notice to us, it will be effective when received and you must use the following email address:[EMAIL ADDRESS]
Entire Agreement. These Terms (and all terms and conditions incorporated herein) constitute the entire agreement between you and Tally Labs and govern your use of the Site and Services and supersede any prior agreements between you and Tally Labs on the subject matter. You may also be subject to additional terms when you use certain Tally Labs third party software, content, links, or websites. These Terms, and any rights or licenses granted hereunder, may not be assigned or delegated by you. These Terms, and any rights or licenses granted hereunder, may be assigned or delegated by Tally Labs without restriction. These Terms bind and inure to the benefit of each party and the party’s successors and permitted assigns. These Terms may not be modified by an oral statement by a representative of Tally Labs. No agency, partnership, joint venture or employee-employer relationship is intended or created by these Terms. You agree to comply with all applicable laws in your use of the Site and Services. You agree that any agreements made by and between you and us in electronic form are as legally binding as if made in physical written form.
Notice to California Users. Under California Civil Code Section 1789.3, California website users are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at (800) 952-5210.
Notice to Users Outside the United States of America. The Site is controlled and offered by Tally Labs from the United States of America. Tally Labs makes no representations that the Site is appropriate for use in other locations. Those who access or use the Site from other locations do so at their own risk and are responsible for compliance with local law. You consent to the processing in the United States of America of information you provide to us.