Terms of Service

Effective date: September 27, 2026

Last updated: September 27, 2026

These Terms of Service (the "Terms") are an agreement between Tally Integrations LLC, a Nevada company ("Tally", "we", "us" or "our"), and the company or other organization that signs up for or uses Tally Sign (the "Customer", "you" or "your").

Tally Sign lets companies write, send, negotiate and electronically sign documents. It includes the web app at https://app.tallysign.com, signing pages, our APIs and connectors, the Tally Sign Salesforce package, the in-app AI assistant, and related help content (together, the "Service"). The web app can also be reached at sign.gettally.io. Our marketing website is https://www.tallysign.com.

Please read these Terms carefully. Section 10 explains that accounts paused for 6 months are permanently deleted. Section 21 (disclaimers), Section 22 (limits on liability) and Section 26 (arbitration and no class actions) are especially important.

The short version

This summary helps you find what matters. It doesn't replace the full Terms. If they differ, the full Terms control.

• For businesses only. Whoever signs up must be allowed to agree for their company, and accepts these Terms by ticking a box.
• Free trial. 7 days, no card needed. If you don't choose a plan by the end, your account pauses and nothing is charged. If it's still paused 6 months later, we permanently delete it and everything in it, including signed documents.
• Price. Tally Sign: US$20 per user per month. Tally Sign for Salesforce: US$200 per month for each block of 5 users. Billed monthly in US dollars through Stripe, plus any tax.
• Seats. Everyone on your team with a Tally Sign login holds a seat. People you send documents to never pay and never need an account. Added seats are charged right away, prorated. Removed seats become a credit on your next bill.
• Renewal and cancelling. Paid plans renew every month and you're charged each month until you cancel. Cancel any time in Settings → Billing, or by email. Cancelling takes effect at the end of the month you've paid for. If you subscribe during the trial and cancel before your first charge date, you pay nothing. We don't refund part-months, except where the law requires it or where we end your service for a reason that isn't your fault.
• Unlimited, within fair use. No limit on documents, envelopes, templates, signers or automations, but don't use Tally Sign for bulk or marketing email or to send for other companies (Section 11). The AI assistant has usage limits, sized for normal business use, that we don't publish.
• If payments stop. If a payment fails, or your subscription ends (including because you cancelled), everything keeps working for 14 more days. Then your account pauses. While paused you can't send new documents or use the AI assistant, but you can sign in, download everything and pay to restart. We don't charge for paused time. Documents you already sent can still be signed.
• Paused for 6 months = deleted. We permanently delete the account and everything in it, including signed documents, Certificates of Completion and audit trails. It can't be undone. We warn the account owner, your admins and your billing email about 30 days and again at least 7 days before. You can ask us for a copy of all your signed documents first (Section 10.7).
• Your documents are your responsibility. We aren't a party to them and don't give legal advice. Some documents can't be signed electronically. We identify signers only by their email link.
• Documents can change before everyone signs. Until a document is completed, your team can void it or unlock it to edit it. That clears signatures already given (Section 13.11).
• Check what AI writes. The AI assistant and connected apps like ChatGPT or Claude can be wrong. A connected app acts as the person who connected it. We don't use your content to train AI models.
• Our support staff can sign in as one of your users to help you, investigate a problem or meet a legal duty. Their actions are currently recorded under that user's name (Section 20.3).
• Account security. Users can sign in with a password, with Google, Microsoft or Salesforce, or through your own identity provider using single sign-on, which is included on every plan. Tally Sign doesn't currently offer its own multi-factor authentication (Section 3.6).
• Limits on our responsibility. We don't promise any uptime. Our total liability is generally capped at what you paid us in the last 12 months, with a higher cap for data breaches (Section 22).
• Disputes. Nevada law applies. Disputes go to individual arbitration, with no class actions, unless you opt out within 30 days (Section 26).

1. Who these Terms apply to

1.1 Agreement. You accept these Terms by ticking the box (or selecting the button) that says you agree to them when you create an account, when we ask you to accept them after you sign in, or when you subscribe. If you accept for a company or other organization, you confirm that you have authority to bind it, and "you" means that organization. We keep a record of who accepted, when, and which version, and that record is evidence of your agreement. If you use the Service before accepting these Terms that way, these Terms apply to that use to the extent the law allows.

1.2 Business use only. The Service is for business and professional use only. It isn't offered to consumers for personal, family or household purposes. By accepting these Terms you confirm that you're using the Service for your business or profession. You must be at least 18 years old (or the age of majority where you live, if higher) to create an account.

1.3 Recipients and Signers aren't bound by these Terms. Recipients don't need an account and don't accept these Terms by viewing or signing a document. Signers see a summary of the Electronic Records and Signature Disclosure before they sign, and our Privacy Policy explains how we handle their information. Your relationship with your Recipients is yours (see Section 13).

1.4 Documents that form part of these Terms. The following are part of your agreement with us and are incorporated by reference:

• the Acceptable Use Policy;
• the Data Processing Addendum, which applies automatically when we process personal data on your behalf, with no separate signature needed;
• the Subprocessors list, which forms part of the Data Processing Addendum; and
• your Order.

The Privacy Policy, the Cookie Notice and the Electronic Records and Signature Disclosure are notices. They explain how parts of the Service work, but they don't change either party's obligations under the documents listed above.

1.5 Order of precedence. If documents conflict, this order applies, from highest to lowest:

(a) the Standard Contractual Clauses and UK transfer addendum, where they apply under the Data Processing Addendum;

(b) a Signed Agreement, except that it can override the Data Processing Addendum only where it gives Customer Personal Data more protection;

(c) the Data Processing Addendum (including the Subprocessors list), for the processing of Customer Personal Data;

(d) these Terms;

(e) the Acceptable Use Policy; and

(f) your Order.

Nothing overrides (a).

1.6 If consumer law applies to you. We don't knowingly sell to consumers. If, despite Section 1.2, you are a consumer under the law that applies to you, nothing in these Terms limits any right that law gives you and that can't be waived. That includes rights to cancel, to withdraw from a contract and get a refund, and to receive notices before renewals or price changes. Where these Terms conflict with that law, the law controls.

2. Definitions

In these Terms:

• "Account" means the company account for the Customer in the Service, with its Users, settings and content.
• "Account Owner" means the one User designated as owner of the Account.
• "Affiliate" means an entity that controls, is controlled by, or is under common control with a party, where "control" means owning more than 50% of the voting interests.
• "AI Agent" means an AI system, other than a Connected AI App, that calls Tally Sign functions on your behalf. This includes a Salesforce Agentforce agent that uses the actions in the Tally Sign Salesforce package.
• "AI Features" means the in-app AI assistant (which can write, edit and review templates, documents in draft and email designs) and any other feature of the Service that uses a machine-learning model to generate content.
• "AI Output" means content generated by AI Features, or by a Connected AI App or AI Agent, in response to Inputs.
• "Connected AI App" means a third-party AI app, such as ChatGPT or Claude, that a User connects to Tally Sign by signing in and approving access (using the Model Context Protocol and OAuth). API keys are covered separately (Section 16.7).
• "Customer Content" means all data and content that you, your Users or your Recipients put into the Service, or that the Service receives from your connected systems. It includes templates, documents, field values, signatures, comments, suggested edits, attachments, uploaded files, logos and images, email designs, Salesforce data synced into the Service, Inputs and AI Output, and the signed PDFs, Certificates of Completion and audit trails for your documents.
• "Customer Personal Data" means personal data in Customer Content that we process on your behalf. The Data Processing Addendum describes it in detail.
• "Documentation" means the Tally Sign University help guides at https://www.tallysign.com/university, as updated from time to time. It doesn't include the marketing website, sales materials, demos or AI Output.
• "Input" means anything you or your Users give to AI Features, a Connected AI App or an AI Agent, including instructions, document content and images.
• "Notice Contacts" means the Account Owner, every User with the admin role, and the billing email address in your billing details.
• "Order" means the plan, price and number of seats you choose in the Service or at checkout.
• "Paused" has the meaning in Section 9.
• "Recipient" means anyone you send a document to through the Service, whether to sign it or to receive a copy.
• "Security Incident" has the meaning in the Data Processing Addendum.
• "Service" has the meaning in the introduction. The Data Processing Addendum and Subprocessors list call it the "Services". Where we mean our marketing website, we say "our website".
• "Signed Agreement" means an order form, addendum or other agreement signed by both parties that expressly refers to these Terms and changes them.
• "Signer" means a Recipient you ask to sign a document.
• "Subprocessor" means a third party we engage to process Customer Personal Data on our behalf, as listed in the Subprocessors list.
• "Third-Party Service" means a product or service not provided by Tally that you or your Users choose to use with the Service. Examples are Stripe (for its own processing), Salesforce, Connected AI Apps, AI Agents, Slack, Microsoft Teams, Discord, any webhook destination or email address you configure, the Google, Microsoft or Salesforce accounts Users sign in with, and your own identity provider if you use single sign-on. Our Subprocessors are not Third-Party Services.
• "User" means a person with a Tally Sign login under your Account, with the role of owner, admin or member. This includes Salesforce users who hold a Tally Sign seat.

Capitalized words used in our other legal documents have the meanings given here unless those documents say otherwise.

3. Your account

3.1 Signing up. To create an Account you give us your company name, your name and a work email address, and either choose a password or sign up with your Google or Microsoft account. If you sign up or sign in with Google, Microsoft, Salesforce or your own identity provider, we receive your name, email address and an account identifier from that provider (Section 3.7), but never your password there. The information you give us must be accurate, and you must keep it up to date, including the Account Owner's contact details and your billing email.

3.2 Users and roles. You decide who your Users are and what role each one has. Owners and admins can invite and remove Users, manage billing and seats, connect Salesforce, set up single sign-on, create API keys, disconnect Connected AI Apps and change company settings. If an owner or admin turns on automatic joining for your verified email domains, anyone who signs in through your single sign-on with an address on those domains becomes a User with the member role and takes a seat, if one is free. Any User can connect a Connected AI App to their own access (Section 12.8). You are responsible for all activity under your Account, including actions taken by your Users, by anyone using their credentials or API keys, and by Connected AI Apps, AI Agents, automations and integrations you or your Users set up, as if you had taken those actions yourself. This doesn't apply to the extent an action results from our breach of these Terms or a defect in the Service.

3.3 One email per company. An email address can belong to only one company account in the Service at a time.

3.4 Credentials. Keep passwords, API keys and other credentials confidential, and don't share a User's login between people. Each User should use a strong password that they don't use anywhere else. You are responsible for the security of the email accounts your Users sign in with, because anyone who controls a User's email can reset that User's password. The same goes for the Google, Microsoft or Salesforce account a User signs in with, and for your own identity provider if you use single sign-on. You are responsible for activity that uses your Users' credentials, API keys and connected-app authorizations, whether or not you authorized it, unless it was caused by our breach of Section 20.1. Tell us promptly at security@tallysign.com if you believe an account, credential or API key has been compromised. We can sign a User out of every session and turn off their access while you investigate.

3.5 Contractors and Affiliates. You may let your contractors, and your Affiliates' staff, use the Service as your Users, for your benefit. You remain responsible for them.

3.6 Account security features. So you can decide what else you need, here is what the Service currently does and doesn't do:

• It requires passwords of at least 8 characters and rejects a short list of very common passwords.
• It may email a User when their account is signed in to from a new browser, and it emails them when their password or sign-in email changes.
• It keeps a User signed in on a browser for up to 30 days.
• Resetting a password signs that User out of every browser, and changing it signs them out of every other browser. Signing out on one browser doesn't end sessions on other browsers.
• Changing a password doesn't revoke API keys or disconnect Connected AI Apps (removing a User does). Revoke API keys in Settings, and use "Disconnect all apps" to end Connected AI App access.
• Owners and admins can set up single sign-on with your own identity provider (SAML 2.0 or OpenID Connect) on every plan, and can require it for every User except the Account Owner, who can always sign in with a password. Multi-factor authentication and other sign-in rules you set in your identity provider then apply to those Users.
• The Service doesn't currently offer its own multi-factor authentication, or limits on repeated failed sign-in attempts.

You are responsible for deciding whether these protections are adequate for your use of the Service.

3.7 Signing in with another provider. Users can sign in with Google, Microsoft or Salesforce, and through your identity provider if you set up single sign-on. When they do, the provider tells us the User's name, email address and a stable account identifier (for Microsoft, also the organization's tenant ID; for Salesforce, the Salesforce org and user IDs). We don't receive the User's password for that provider. Signing in with Salesforce works only for people who already have a Tally Sign login or seat, or a pending invitation, in a company connected to that Salesforce org, or who are given a free seat because that company has turned on automatic seat assignment. Google, Microsoft, Salesforce and your identity provider are Third-Party Services that you or your Users choose to use, not our Subprocessors, and their own terms apply to them. If one of them is unavailable, a User who has no password can set one with "Forgot password".

4. The free trial

4.1 Length and no card. New Accounts get one free trial of 7 days, starting when the Account is created. You don't need to give a payment card to start a trial.

4.2 What happens at the end. If you haven't subscribed to a paid plan by the end of the trial, your Account is Paused immediately (Section 9). We don't charge you anything for the trial, and we never turn a trial into a paid plan unless you subscribe. If the Account then stays Paused for 6 months, it is permanently deleted under Section 10.

4.3 Subscribing during the trial. If you subscribe with more than 49 hours of your trial left, we keep the rest of your trial, and your first charge is on the day the trial ends. If you subscribe with 49 hours or less left, your first charge is taken right away. Either way, the date and amount of your first charge are shown before you confirm payment. If you cancel before your first charge date, you won't be charged.

4.4 Trial terms. During the trial, the Service is provided "as is" without any warranty or commitment, and our liability is limited as described in Section 22.6. One trial per company. We may refuse or end a trial that we reasonably believe is being used to avoid paying, or that breaks these Terms or the Acceptable Use Policy.

5. Plans, seats and prices

5.1 Plans. We currently offer:

For Tally Sign for Salesforce, seats are sold in blocks of 5. If you need a number of seats that isn't a multiple of 5, you buy the next full block.

5.2 Who needs a seat. Every User holds a seat. That means everyone on your team with a Tally Sign login, whether they build, send or manage documents or templates, or run the Account. Recipients never need a seat or an account, and we never charge them. On the Tally Sign for Salesforce plan, Salesforce users who don't hold a seat can still see document status and signed documents in Salesforce and leave internal notes, as described in the Documentation.

5.3 Seats are per person. A seat is for one named person. It can't be shared between people or used by a shared or generic login. You may move a seat from one person to another when someone leaves or changes role. On the Tally Sign for Salesforce plan, seats are assigned to specific Salesforce users, and the Service may free a seat automatically when that Salesforce user is deactivated.

5.4 Adding seats. You can add seats at any time in the Service. We charge a prorated amount right away for the rest of the current billing period, and the full price from the next period. Before you confirm, the Service shows your new monthly price and tells you that the difference for the rest of the current period is charged now. If the charge fails, the seats aren't added.

5.5 Removing seats. You can reduce your seat count at any time in Settings → Billing, but not below the number of seats in use. You receive a prorated credit for the unused part of the period, applied to your next invoice. Credits aren't paid out in cash, except where the law requires it. When someone is removed, or their Salesforce user is deactivated, their seat keeps counting as in use for 7 days so seats can't be passed around. After that you can lower your seat count. Freeing a seat doesn't lower your bill on its own. To pay for fewer seats, reduce your seat count.

5.6 Price changes. We may change our prices. At least 30 days before a price increase applies to you, we will email your Notice Contacts the current price, the new price, the date it first applies and how to cancel. A "price increase" includes any change that makes the same seats cost more, such as a higher per-seat or per-block price, a larger minimum block, or a new charge for something included in your plan today (including limits on use we describe as unlimited). The new price applies from your first billing period that starts after the notice period ends. If you cancel before then, you pay nothing at the new price. Section 25.3 doesn't apply to price increases.

5.7 Promotions and complimentary accounts. Promotion codes and discounts are subject to any terms shown with them and can't be combined unless we say so. If a promotion lowers your price for a limited time, checkout shows the regular price and the date it starts, and we email your Notice Contacts at least 7 days before the regular price begins. We may, at our discretion, provide an Account free of charge. We may end a complimentary arrangement by giving you at least 30 days' notice, after which you need a paid plan to keep sending documents.

6. Billing and payment

6.1 How billing works. Paid plans are billed monthly in advance, in US dollars, through our payment processor, Stripe. Your payment details are collected and stored by Stripe, not by Tally. Stripe's own terms and privacy policy apply to its processing of your payment information.

6.2 What we show you, and your authorization to charge. Before you enter payment details, the Service shows you, next to the button you use to subscribe:

• your plan and number of seats, and the total monthly price;
• that your subscription renews automatically every month and you will be charged each month until you cancel;
• the date and amount of your first charge (or that you will be charged today);
• that seats you add later are charged right away, prorated;
• that you can cancel online in Settings → Billing, and that cancellation takes effect at the end of the period you have paid for; and
• that we don't refund partial months except as Section 6.6 says.

You subscribe only by ticking a box confirming that you agree to these automatic renewal terms and then selecting the subscribe button. When you do, you authorize us, through Stripe, to charge your payment method automatically each month until you cancel: the plan price for your seats, prorated charges for seats you add, and applicable taxes. Straight after you subscribe, we email your Notice Contacts a confirmation with these terms, your first charge date and how to cancel. We keep a record of your consent for at least 3 years, or 1 year after your subscription ends if that is later.

6.3 Invoices and billing details. You can see invoices, update your payment method, and update your billing name, email, address and tax ID in the billing portal, which you reach from Settings → Billing.

6.4 Failed payments. If a payment fails, we or Stripe may retry it during the 14-day period in Section 9.1. Section 9.6 explains what happens to unpaid amounts if the Account pauses.

6.5 Disputed charges. If you think a charge is wrong, please contact us at support@tallysign.com so we can look into it, ideally within 60 days of the charge. If you don't raise a charge with us or your card issuer within 60 days, it is treated as accepted, to the extent the law allows. Nothing in this Section limits any right you have with your card issuer or bank. We won't pause or suspend an Account because of a charge you have disputed with us in good faith. While a chargeback is open we may stop new sending, but that doesn't count toward the 6-month period in Section 10, and we won't delete the Account while the chargeback is open.

6.6 Refunds. Fees are non-refundable, and we don't give refunds or credits for partial billing periods, unused seats or unused features, except:

(a) credits for removed seats under Section 5.5;

(b) where these Terms expressly provide a refund (for example Sections 11.6, 20.5, 21.2, 23.7, 24.4 and 25.2);

(c) where applicable law requires a refund; and

(d) if we end your subscription, or permanently block your use of the Service, for a reason other than your fraud, unlawful use, serious or repeated breach of the Acceptable Use Policy, or non-payment. In that case we refund the unused part of any period you have prepaid.

We may choose to give a refund or credit in a particular case. Doing so doesn't oblige us to do it again.

7. Taxes

7.1 Prices don't include taxes. You are responsible for all sales, use, value-added, goods and services, digital services, withholding and similar taxes, duties and charges that apply to your purchase, other than taxes on our net income. Where we are required to collect a tax, we will add it to your invoice unless you give us a valid exemption certificate or tax ID that the law accepts.

7.2 If the law requires you to withhold tax from a payment to us, you will pay us an additional amount so that we receive the full amount we would have received without the withholding, and you will give us the official receipts.

7.3 You are responsible for giving us accurate billing and tax information, including your billing address and tax ID. We rely on it to decide which taxes apply.

8. Automatic renewal and cancellation

8.1 Automatic renewal. Your subscription renews automatically at the end of each monthly billing period for another month, and you will be charged for your seats at the price that applies under Section 5.6, until you cancel.

8.2 How to cancel. The Account Owner or an admin can cancel online at any time: go to Settings → Billing and cancel your subscription from there (the Billing page opens Stripe's secure billing page, where you choose to cancel). Cancelling takes only a few clicks. We won't require you to talk to anyone, answer questions or turn down an offer first. You can also cancel by emailing support@tallysign.com from the Account Owner's or an admin's email address. We will process an emailed cancellation within 2 business days and confirm it by email, and we won't charge you for any renewal that falls after the day we received your email.

8.3 When cancellation takes effect. Cancellation takes effect at the end of the billing period you have already paid for. You keep full use of the Service until then, and you won't be charged again after that. After you cancel, we email your Notice Contacts a confirmation showing the date your subscription ends, the date your Account will pause, and the date your data, including signed documents and audit trails, will be permanently deleted if you don't subscribe again. The Billing page shows the same dates before you cancel.

8.4 After your subscription ends. Your Account keeps working for 14 more days and then pauses, as described in Section 9. Cancelling doesn't delete your data straight away. Your data is deleted after the Account has been Paused for 6 months (Section 10), or earlier if you ask us to (Section 10.5).

8.5 Reactivating. You can subscribe again at any time before your Account is deleted, which ends the pause.

9. The 14 days after your plan stops, and paused accounts

9.1 14 more days after your plan stops. Your Account keeps working normally for 14 days after either of these:

(a) a payment fails and isn't fixed; or

(b) your paid subscription ends, including because you cancelled it.

The 14 days start when our system first sees the failed payment or the end of the subscription. If you cancelled, you won't be charged for these 14 days, and our emails will confirm that your subscription ended at your request rather than ask you to pay. If a payment failed, we email your Notice Contacts to say payment is needed.

9.2 When an Account is Paused. An Account is "Paused":

(a) immediately when a free trial ends without a paid plan; or

(b) when the 14 days in Section 9.1 end without payment being restored or a new subscription starting.

9.3 What a Paused Account can and can't do. While an Account is Paused:

• Users can't send new documents for signature, whether from the app, the API, Connected AI Apps, AI Agents, Salesforce or automations, and the AI assistant is off;
• Users can still sign in, view documents, templates and audit trails, download signed documents, and pay to resume; and
• documents already out for signature carry on. Recipients can view and sign them, and those documents can still be completed. Reminders, updated versions, completion emails, and your automations and Salesforce updates for those documents keep running. You can void a document that is still out for signature if you don't want it signed.

9.4 Resuming. You can resume at any time before deletion by subscribing again in Settings → Billing. Your new monthly billing period starts on the day you resubscribe, and the pause normally ends right away.

9.5 Pausing is not a penalty. A pause is separate from a suspension under Section 23. Pausing doesn't end these Terms.

9.6 No charges while Paused. We don't charge you for any time your Account is Paused. When an Account pauses after a failed payment, we end the subscription and cancel the unpaid invoice for the period in which the payment failed, and any later invoices. We won't try to collect anything from an Account after it has been deleted.

10. Data deletion after 6 months Paused

In short: if your Account stays Paused for 6 months, we permanently delete it and everything in it. We warn you first, and you can get your documents out before then.

10.1 Permanent deletion. If an Account stays Paused for 6 months in a row (counted from the date it was Paused), then, on or after that date, and not earlier than 7 days after the final warning in Section 10.2, we will permanently delete the company Account and its Customer Content from the Service's production systems, subject to Section 10.6. The actual deletion date may be later for operational reasons. Deletion covers all documents, signed PDFs and Certificates of Completion, audit trails, templates, attachments and uploaded files, comments and suggested edits, email designs, logos and images, automations, API keys, Users and their login details (including linked Google, Microsoft, Salesforce and single sign-on identities), single sign-on settings, and Salesforce connection settings.

10.2 Warnings. We send deletion warnings by email to your Notice Contacts:

(a) when the Account is Paused;

(b) about 30 days before the deletion date; and

(c) at least 7 days before the deletion date.

Each warning gives the deletion date and says that all documents, including signed documents, Certificates of Completion and audit trails, will be permanently deleted and can't be recovered. It also explains how to download them, how to ask for a copy of everything (Section 10.7), and how to stop the deletion. While the Account is Paused, every User sees the deletion date and a download reminder in the Service. We won't delete an Account until at least 7 days after the final warning has been successfully sent to at least one Notice Contact. If none of our warnings can be delivered, we will postpone deletion by at least 30 days and try to reach you using any other contact details we have. After deletion, we email the Account Owner to confirm it. You are responsible for keeping your Notice Contacts' email addresses current and able to receive our emails.

10.3 Deletion is permanent. After deletion, you can't recover the data, and we won't restore it for you, even from backups. Copies may remain in our backups until they expire (Section 10.6(c)). Signing links for your documents stop working, and Recipients can no longer view or download documents through them.

10.4 Keep your own copies. You are responsible for downloading and keeping copies of any signed documents, Certificates of Completion, audit trails and other records that you need or that the law requires you to keep. You can do this at any time before deletion, including while the Account is Paused. Tally Sign isn't a records-retention, archiving or backup service, and we don't promise to keep any document for a minimum period.

The signed PDF and its Certificate of Completion are the record you'll rely on after deletion. The document fingerprint shown on the Certificate is calculated by the Service from the document's content, not from the PDF file, and only the Service can check it. After your data is deleted, we can't confirm whether any copy matches what the Service produced, give evidence about it, or produce the audit trail. If you may need to prove a document's integrity later, keep the original PDF file unchanged and, if you wish, record its SHA-256 hash yourself.

10.5 Earlier deletion on request. The Account Owner can ask us to delete the Account and its data earlier by emailing privacy@tallysign.com. We will confirm the request with the Account Owner and complete deletion within 30 days, unless the law requires us to keep the data. Unpaid fees remain due, but we won't delay deletion because of them. Deletion on request is permanent in the same way.

10.6 What deletion doesn't reach. Deletion covers data held in the Service. It doesn't reach:

(a) copies outside our control, such as emails and signed PDFs already delivered to Users and Recipients, copies of logos and images kept in recipients' browsers or by email providers that display them, records the Service has already written into your Salesforce org, and data you sent to Connected AI Apps, AI Agents, Slack, Microsoft Teams, Discord, webhooks or other destinations;

(b) records that Third-Party Services keep under their own terms, such as Stripe's billing records;

(c) backups. Our hosting provider keeps backups of our database on a daily, weekly and monthly schedule. Backups contain Customer Content as it was when the backup was taken, including document content, Recipient details, field values, signatures and audit trails, and, for backups taken before September 25, 2026, signed PDFs and uploaded files. Deleted data remains in backups until they expire, no more than 3 months after deletion. Deleted files may remain in our file storage's recovery copies until they are removed from backups, up to 3 months after deletion. We use backups only to recover the Service from a failure or loss of data. If we restore a backup, we will re-apply every deletion made since that backup was taken before the restored data is used, using the record of deleted Accounts described in (g);

(d) server logs, which can contain email addresses and email subject lines, and are kept until they expire, no more than 30 days after they are written;

(e) Salesforce sync status: a small record of the Salesforce sync steps for each document (Salesforce record IDs and step status), kept no later than 12 months after deletion;

(f) Subprocessor records, such as email delivery logs, that our Subprocessors keep for a limited time under their own retention terms, as described in the Subprocessors list;

(g) our administrative log of platform actions on the Account (such as suspensions, support sign-ins, billing notices and deletion), which can contain Users' names and email addresses, and which we keep for 24 months. We also keep a minimal record of each deleted Account (account ID, name and deletion date) for as long as we keep backups, so that deleted data isn't restored; and

(h) limited records we must keep to meet legal, tax or accounting obligations, to resolve disputes, or to enforce these Terms, such as billing records (kept for 7 years for tax purposes) and records of support requests (kept for 3 years).

We keep any data under (c) to (h) confidential and protected under these Terms and the Data Processing Addendum while we hold it, and we don't use it to provide the Service.

10.7 Getting all your documents at once. At any time before deletion, including while the Account is Paused or suspended, the Account Owner or an admin can ask at privacy@tallysign.com for a copy of all of the Account's data. It will contain every signed PDF (with its Certificate of Completion), each document's content, Recipients, status, key dates and audit trail in a machine-readable format (JSON or CSV), and your uploaded files and attachments. We provide it free of charge, through a secure download link, within 30 days of your request. If you ask before the deletion date, we won't delete the Account until we have delivered the copy and you have had at least 14 days to download it.

10.8 Accounts that end for other reasons. If these Terms are terminated under Section 23, the Account is treated as Paused from the termination date, and Sections 10.1 to 10.7 apply. You can resume only if we agree. We won't start the 6-month period while an Account is suspended and these Terms haven't been terminated.

11. Unlimited use, fair use and AI limits

11.1 Unlimited use. Paid plans include unlimited documents, envelopes, templates, Signers and automations, subject to fair use (Section 11.2). We don't count envelopes or charge per document. AI Features are included subject to the usage limits in Section 11.4.

11.2 Fair use. "Unlimited" means normal business use by your own organization. It is subject to fair use, which means you may not:

(a) use the Service to send bulk, unsolicited or marketing email, or to send documents to people who have no business relationship with you or haven't asked to receive them;

(b) offer the Service to others as your own service, or use one Account to send documents for unrelated organizations, unless we agree in writing;

(c) create or send documents, or call our APIs or connectors, at a volume or rate that is far beyond normal business use for an organization of your size and that degrades, or threatens to degrade, the Service for others;

(d) store or host files for purposes unrelated to your documents and emails; or

(e) create multiple Accounts, or share seats, to avoid fees or limits.

This is the only fair-use clause. The Acceptable Use Policy refers to it rather than repeating it.

11.3 What we can do. If we reasonably believe your use goes beyond fair use, we will normally contact you first to discuss it and give you a reasonable chance to change your use. If the problem continues, or if the use creates an immediate risk to the Service, other customers, email deliverability or the law, we may slow, limit or block the use concerned, and we may suspend the Account under Section 23. If we limit your use under this Section for a reason other than an immediate risk, and you disagree, you may cancel and we will refund prepaid fees for the rest of the current billing period.

11.4 AI usage limits. AI Features have usage limits, which may include a limit per hour and a limit per company per month. We set them so that normal business use of AI Features by an organization of your size shouldn't reach them. Limits may differ between Accounts, for example by plan and number of seats. We don't publish the limits. If you reach one, the Service tells you, and AI Features become available again when the limit resets or we raise it. We may change the limits to protect the Service, and we may do so immediately where needed for security or to stop abuse. If we otherwise reduce the limits in a way that materially reduces your normal use of AI Features, we will tell the Account Owner at least 30 days in advance, and you may cancel before the change applies and receive a refund of prepaid fees for the rest of the billing period. Reaching an AI limit doesn't otherwise entitle you to a refund or credit.

11.5 Other technical limits. The Service may have reasonable technical limits, such as maximum file sizes and rate limits on APIs and connectors, and limits that keep the Service secure and reliable. We don't publish all of them. They are not meant to restrict normal business use.

11.6 Changes to AI Features. We may modify, restrict, suspend or discontinue any AI Feature, or change the AI model behind it. A change that means a new AI model provider will process your Inputs follows Section 12.2. AI Features are not part of the core functionality protected by Section 20.6. If we discontinue AI Features entirely, we will give at least 30 days' notice where reasonably possible, and you may cancel and receive a refund of prepaid fees for the rest of the billing period.

12. AI Features, Connected AI Apps and AI Agents

12.1 What the AI assistant does. AI Features help you write, edit and review templates, documents in draft, and email designs. In a draft, the assistant can also fill in Signers, fill-in values and sending settings (such as the email message, signing order and expiry) from what you tell it. It doesn't send documents: a User does. When you use them, you are interacting with an AI system, not a person. You choose whether to use them.

12.2 How AI Features work. When you use AI Features, we send your Inputs (for example, the draft or template you're editing, the names, email addresses and companies of its Signers, your recent messages to the assistant, and images you attach) to OpenRouter, which passes them to a provider hosting the AI model we have selected to generate AI Output. We currently use Anthropic's Claude models, served through OpenRouter by Anthropic or by cloud providers OpenRouter routes to (such as Amazon Bedrock or Google Vertex AI), in the United States. OpenRouter and the model's hosting providers are our Subprocessors, listed in the Subprocessors list. If you mention a company's web address or a work email address to the assistant, the Service may look up that company's public website (for example, its legal name and address) and give what it finds to the assistant. We may change the model. If a change means a model provider not already on the Subprocessors list will process your Inputs, we will first add it to the Subprocessors list and give notice as the Data Processing Addendum describes, and it won't receive your Inputs until that notice period has ended. Pictures you attach in the email designer are saved as email images, which anyone with the image's link can open (Section 18.5).

12.3 AI Output can be wrong. You must review it. AI Output is generated automatically. It may be inaccurate, incomplete, out of date, inappropriate for your situation, or similar to content generated for others, and it may not reflect current law. AI Output is not legal advice. You are responsible for reviewing, editing and approving all AI Output, and every document, before you use it or send it to anyone. Don't rely on AI Output as a substitute for advice from a qualified professional.

• AI review is not a legal review. When the assistant reviews a document or flags issues, it may miss problems, flag things that aren't problems, or misjudge how serious they are. The absence of a flag, or a low-severity rating, doesn't mean a document is complete, lawful, enforceable or low-risk. For documents with legal, financial or consumer significance (for example leases, employment documents or anything signed by consumers), have a qualified person review them.
• The assistant may change things you didn't ask for, including because of text inside the document you're editing. Check the list of changes the assistant shows, and undo anything you don't want, before you save or send.

12.4 No warranty for AI Output. AI Features and AI Output are provided "as is". We don't warrant that AI Output will be accurate, complete, unique, lawful or fit for any purpose, or that it won't infringe third-party rights.

12.5 Ownership of Inputs and AI Output. As between you and us, you own your Inputs and the AI Output generated for you, to the extent the law allows. Because of how AI models work, similar output may be generated for others, and you may not have exclusive rights in AI Output.

12.6 No model training on your content. We don't use Customer Content, Inputs or AI Output, including in de-identified or aggregated form, to train, fine-tune or evaluate AI models, or to develop AI features for other customers. We don't store transcripts of your conversations with the AI assistant. If a reply can't be used, we may keep a short excerpt of it with the error so we can fix the problem. We do record usage information (such as which feature was used, when, by which User, the model used, and the amount of usage) to run the Service, apply usage limits and manage our own costs. Our AI Subprocessors process Inputs only on our behalf, under their terms with us. Under those terms they don't use Inputs to train their models, but they may keep Inputs for a limited time for abuse monitoring, as the Subprocessors list describes.

12.7 AI rules. When using AI Features you must follow the Acceptable Use Policy, including the usage policies of the model providers that power the AI Features, as described there. In particular, you must not use AI Features, Connected AI Apps or AI Agents to: create unlawful, deceptive, defamatory or infringing content; impersonate a Recipient or anyone else; forge or falsify signatures, documents or records; try to get around usage limits or safety controls; or try to extract our system prompts or reverse-engineer the underlying models.

12.8 Connected AI Apps (ChatGPT, Claude and others). Your Users may connect a Connected AI App to Tally Sign. When they do:

(a) the app acts as the User who approved the connection, within that User's company Account. It can read, create, edit, send, remind, void and delete documents and templates, and use the other functions we make available to it. Everything the app does through the connection is treated as that User's action under these Terms. This doesn't apply to the extent an action results from the Service failing to work as described in these Terms or the Documentation (for example, if the Service sends a document without the confirmation it requires).

(b) Tally Sign tells a Connected AI App to get the User's explicit approval before it sends, reminds, voids or deletes, and the send function requires the app to state that the User approved. We can't verify that a person actually approved, and we can't control how a third-party app behaves. When a Connected AI App sends a document stating that the User approved it, you are treated as having approved it. You are responsible for reviewing documents, Recipients and messages before approving, and for your apps' settings.

(c) What the app receives goes to its provider. Content the app retrieves from Tally Sign is shared with the provider of that app. That can include document and template content, Recipient names, email addresses, titles and companies, statuses and decline reasons, recent audit-trail events (which can include names, email addresses and comment excerpts), Salesforce data, signing links for pending documents, and download links for completed PDFs. A completed PDF includes the Certificate of Completion, which shows each Signer's IP address and device details. The Connected AI App is a Third-Party Service you choose to use. Its provider isn't our Subprocessor for this, and your own agreement with that provider (for example OpenAI or Anthropic) governs how it handles that content.

(d) Who can connect and disconnect. Any User can connect a Connected AI App to their own access. Owners and admins can disconnect all Connected AI Apps for the Account at once in Settings. The Service doesn't currently let you limit which Users may connect apps, list connections, or disconnect a single connection, and changing a User's password doesn't disconnect their apps (removing the User does). A User can also remove the connection in the AI app itself. Set your own internal rules on which AI apps and accounts your Users may connect. We recommend allowing only business or enterprise accounts whose terms suit the personal and confidential data in your documents.

(e) Signing links are for the Recipient alone. You must not let a Connected AI App or AI Agent open, fill in or sign a document through a Recipient's signing link.

(f) Content can carry instructions. Documents, uploaded files, attachments, Salesforce records, comments, suggested edits and decline reasons can contain text written by other people, including text designed to make an AI app do something you didn't ask for (sometimes called "prompt injection"). Tally Sign doesn't screen content for such text. Check what a Connected AI App proposes to do before you approve it, and don't approve sends, reminders, voids or deletions you didn't request.

12.9 Starter templates. The Service comes with sample templates (currently a mutual non-disclosure agreement and a statement of work, plus order form templates when you connect Salesforce), and the AI assistant can draft others, such as leases. Sample templates and drafts are general examples provided "as is". They are not legal advice and may not suit your situation or your jurisdiction. Have them reviewed before you rely on them. A lease you create won't include the disclosures that landlord-tenant laws may require (for example lead-based paint or deposit disclosures) unless you add them, and notices of default or eviction affecting a primary residence can't be given through the Service.

12.10 AI Agents. If you let an AI Agent (such as a Salesforce Agentforce agent) call Tally Sign actions, the agent acts with the permissions of the Salesforce user or integration it runs as, and Sections 12.8(a), (c), (e) and (f) apply to it as if it were a Connected AI App. Tally Sign can't confirm that a person approved each send an AI Agent makes. Whether the agent asks for confirmation depends on how you configure it. You are responsible for that configuration and for everything the agent sends.

12.11 Turning AI Features off. The Service doesn't yet have a setting that lets you turn off AI Features yourself. The Account Owner can ask us at privacy@tallysign.com to turn them off for the whole Account, and we will do so within 5 business days, as Section 5.4 of the Data Processing Addendum also describes. While they are off, no Customer Content is sent to our AI Subprocessors. Even while they are on, nothing is sent to them unless a User uses the assistant.

13. Electronic signatures: our role and yours

13.1 Tally is a platform, not a party. Tally Sign is a tool that helps you prepare, send and sign documents electronically. We are not a party to any document you send or sign through the Service, or to any transaction between you and your Recipients. We don't review the content of your documents. We act for you only to deliver your documents, notices and the Electronic Records and Signature Disclosure to your Recipients, and to record their consents, signatures and actions, on your behalf and at your direction. We are not your lawyer, notary, witness, escrow agent or trust service provider, and we don't act as your agent for any other purpose.

13.2 No legal advice about enforceability. Laws on electronic signatures differ by country, state and type of document. In the United States, the federal ESIGN Act and state laws based on the Uniform Electronic Transactions Act generally provide that a signature or record can't be denied legal effect solely because it is electronic, but they have exceptions and conditions. We don't give legal advice, and we don't promise that any document signed through the Service will be valid, binding, admissible or enforceable. You alone are responsible for deciding whether an electronic signature is appropriate and sufficient for each document and transaction.

13.3 Documents that may not be suitable. Some documents need a handwritten signature, a witness, a notary, a specific form or delivery method, or a higher level of electronic signature, or are excluded from e-signature laws. Examples are listed in Section 4 of the Acceptable Use Policy. That list is not complete. The Service doesn't offer notarization or witnessing, and it can't give anyone "control" of a transferable record.

13.4 Type of signature. The Service provides electronic signatures within the meaning of Article 3(10) of the EU eIDAS Regulation and the equivalent UK rules (often called "simple" electronic signatures). It doesn't provide advanced or qualified electronic signatures, electronic seals or qualified electronic time stamps. Signed PDFs aren't sealed with a cryptographic digital signature or certificate, and times in the audit trail come from our servers' clocks (shown in UTC). Tally is not a qualified trust service provider. Where the law of the EU, the UK, Switzerland or elsewhere requires a handwritten, advanced or qualified signature, or "written form", the Service isn't suitable. References to U.S. law on the Certificate of Completion describe how signatures were captured. They don't decide which law applies to your document.

13.5 Signer identity. The Service identifies a Signer only by their control of the unique signing link sent to their email address or, for in-person signing, by the User hosting the signing on their own device. The Service doesn't verify a Signer's identity by other means, such as ID checks, text-message codes or knowledge-based questions. You are responsible for deciding whether that is enough, for sending documents to the right people, and for any additional identity checks you need.

13.6 Consent and disclosures to Recipients. Before a Signer can fill in or sign a document, the Service shows them, on your behalf, a summary of the Electronic Records and Signature Disclosure, and asks them to agree to use electronic records and signatures for that document. They can't continue without agreeing. We may update that summary and disclosure from time to time. You are responsible for deciding whether it meets your obligations, and for giving any other notices, disclosures and consents the law requires for your documents and your Recipients, including consumer-consent requirements (for example under 15 U.S.C. § 7001(c)).

13.7 Evidence the Service records. For each document the Service keeps an audit trail and produces a Certificate of Completion. It records when a document was sent, viewed and signed, Recipient names and email addresses, the IP address and browser information our servers received, the time the Signer confirmed their consent when submitting their signature, and a SHA-256 fingerprint of the content as sent. Views can include visits by email security systems that open links on a Recipient's behalf. The Service records these events as our servers received them and doesn't alter them after they are recorded, except as described in Sections 13.11 and 10, or as you instruct under the Data Processing Addendum. If we find an error in recorded evidence, we will tell you promptly and give you a corrected record with an explanation. We provide this evidence for you to use, but we don't guarantee how a court or anyone else will treat it. If you need our help in a legal proceeding about a document, we will provide reasonable cooperation at your cost, subject to our legal obligations and limited to the records we still hold at the time of the request. We don't promise to provide expert testimony.

13.8 Emails and copies. The Service sends signing requests, reminders, completion notices (with the signed PDF attached) and other emails to your Recipients on your behalf, showing your company name. We don't guarantee that any email will be delivered, won't be marked as spam, or will be read. You are responsible for confirming that your Recipients received what you sent when that matters. The Service sends the signed PDF only when every Signer has signed. If the law requires you to give a Signer a copy of what they signed at the time they sign, or a copy of a document that isn't fully signed, you must provide it yourself.

13.9 Signing links and expiry. Signing links expire as set when a document is sent (60 days by default, unless you choose otherwise). They stop working if a document is voided, declined or unlocked, and new links are issued when an unlocked document is sent again. When you publish a new version (for example after accepting a suggested edit), Signers use their existing links to see and sign the new version. After a document is completed, Recipients can use their link to view and download the signed PDF, which shows every Signer's details, until the Account is deleted.

13.10 Honoring the disclosure. The Electronic Records and Signature Disclosure is given in your name. You agree to honor it, including by:

• giving any Recipient a paper copy of their document on request, free of charge;
• acting promptly on a Recipient's withdrawal of consent, and not relying on electronic delivery for that Recipient afterwards where the law requires written delivery;
• updating a Recipient's contact details on request; and
• keeping the contact email address shown to Recipients monitored.

If you can't meet these commitments, or you need a different disclosure (for example one that states a fee), you must give your Recipients your own disclosure and obtain their consent before sending documents through the Service.

13.11 Changing or cancelling a document before it is completed. Completed and declined documents can't be edited or deleted in the Service. Before everyone has signed, your Users (and Connected AI Apps and AI Agents acting for them) can:

• void the document;
• unlock it to edit it; or
• publish a new version, for example after accepting a suggested edit.

When a document is unlocked or replaced with a new version, signatures and field entries already given are cleared, so every Signer must sign again. Unlocking also stops the old signing links from working. A voided document, or an unlocked document that is back in draft, can then be deleted, together with its audit trail. You are responsible for telling Signers who have already signed when you void, replace or delete a document, including if you have turned off void notices.

14. Your responsibilities

14.1 Your content and your Recipients. You are responsible for:

(a) all Customer Content, including its accuracy, quality and legality, and for having all rights, licenses and permissions needed to use it in the Service;

(b) the documents you send, the people you send them to, and the accuracy of Recipients' names and email addresses;

(c) having a lawful basis, and giving any notices and getting any consents required by law, to collect and use your Recipients' and Users' personal data in the Service, including to send them emails through the Service and to share their data with any Third-Party Service you connect;

(d) complying with all laws that apply to your use of the Service and your documents, including laws on electronic signatures and records, consumer protection, privacy and data protection, anti-spam, employment, export control and records retention; and

(e) answering your Recipients' questions and requests about your documents. We may refer Recipients who contact us to you.

14.2 Acceptable use. You and your Users must follow the Acceptable Use Policy.

14.3 Sensitive data. Don't use the Service to collect or store payment card numbers, government ID numbers where not required for the document, health information that is regulated (for example under HIPAA), or other highly sensitive data, unless you have decided that the Service's protections are appropriate for that data and the law allows it. We don't sign HIPAA business associate agreements, and the Service isn't designed to meet PCI DSS or similar industry-specific requirements.

14.4 Your systems. You are responsible for your own devices, networks, internet access and Third-Party Service accounts used with the Service.

15. Third-Party Services and Subprocessors

15.1 Your choice. The Service works with Third-Party Services. Where you choose to connect or use one, you do so at your own risk, and your relationship with that provider is governed by its terms and privacy policy, not these Terms. We are not responsible for Third-Party Services, including their availability, security, accuracy or changes, or for what they do with data you or your Users send to them. This Section 15.1 doesn't apply to our Subprocessors.

15.2 Stripe. Payments are processed by Stripe. Card and bank details are collected and handled by Stripe, not stored by Tally.

15.3 Salesforce. To use the Salesforce integration you need your own Salesforce org and the Salesforce licenses and editions required for the features you use (for example Revenue Cloud features). You install the Tally Sign managed package in your org and connect it to the Service. By connecting, you authorize the Service, acting through the Salesforce user who connects it, to:

(a) read data from your org that the Salesforce features your Users set up need, such as fields on the records you send from, quote lines, contacts you choose as Recipients, Salesforce Files you choose to send, and Salesforce user details for seat management and sign-in;

(b) write data back to your org, such as envelope, recipient and activity records, record field updates, tasks, notifications and posts, signed PDFs as Salesforce Files, and quote-to-cash steps you configure; and

(c) make the configuration changes the integration needs, listed at www.tallysign.com/university/salesforce. These include adding remote-site and trusted-site settings, assigning the Tally Sign permission set, adding the Tally Sign send action and envelope lookups to quotes and orders, deploying flows when you turn on send rules, and setting the Tally Sign connected app's refresh-token policy in your org to "valid until revoked", so the connection doesn't expire.

The stored Salesforce tokens act with the permissions of the Salesforce user who connected. Use a dedicated integration user with only the permissions the integration needs. You can end the connection at any time by disconnecting Salesforce in Settings or by revoking the Tally Sign connected app's access in Salesforce Setup, and we'll give you instructions for reversing the configuration changes on request. You are responsible for the configuration of your Salesforce org and for the Salesforce data you choose to sync. Write-backs happen at your direction. We are not responsible for changes made in your org by rules or automations you configure, or for Salesforce outages or changes. We are responsible for write-backs that don't match your configuration because of a defect in the Service, and we will help you correct affected records at no charge. Salesforce is a Third-Party Service and isn't our Subprocessor.

15.4 AI Subprocessors. AI Features run through OpenRouter and the provider hosting the selected AI model. They are our Subprocessors, and we are responsible for them as set out in the Data Processing Addendum. They are listed in the Subprocessors list.

15.5 ChatGPT, Claude and other Connected AI Apps. See Section 12.8. For AI Agents, see Section 12.10.

15.6 Automations and webhooks. If you set up automations that send data to Slack, Microsoft Teams, Discord, a webhook URL or an email address you enter, the Service sends the data you configured (which can include document details, signed PDFs, and Recipients' names, emails and statuses) to that destination at your direction. Those destinations are Third-Party Services you control.

15.7 Changes to integrations. Third-Party Services can change or stop working with the Service. We may change or stop supporting an integration if the provider changes its service or terms, or if continuing would create a legal, security or cost risk. We will try to give you reasonable notice where we can.

15.8 The Tally Sign Salesforce package.

(a) License. Section 16.1 lets you install the managed package in the Salesforce production and sandbox orgs you control, for use with your Account only. The package is licensed, not sold, and its code is our intellectual property. Flows, field mappings, send rules, remote-site and trusted-site settings and other configuration that the Service deploys, or that you create, in your org at your direction are your configuration. You may keep, change or delete them.

(b) Upgrades. We may release new versions of the package, and where Salesforce allows, some may be installed in your org automatically. We will try to tell you before an upgrade that changes what the package reads from or writes to your org.

(c) Limited access. We use the Salesforce connection only to provide the Salesforce features your Users set up. We don't read Salesforce data those features don't need, and we don't make configuration changes in your org other than those in Section 15.3(c) or that a User asks for.

(d) Sandboxes. Documents sent from a connected sandbox are real documents sent to real email addresses. You are responsible for masking or removing personal data in a sandbox before connecting it.

(e) Salesforce users without a seat are your personnel. You are responsible for their access through your Salesforce permissions and for their compliance with the Acceptable Use Policy.

(f) When your Account is deleted, we stop accessing your org and delete the Salesforce tokens and package credentials the Service holds. Records, Files, flows and settings already in your org stay there. You should uninstall the package and revoke the connected app's access in Salesforce. We are not responsible for automations in your org that keep calling the Service after that.

(g) Salesforce, Inc. isn't a party to these Terms, doesn't provide or support the package, and has no liability to you for it.

16. Our intellectual property and your license

16.1 License to use the Service. Subject to these Terms and payment of fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable right, during your subscription or trial, for your Users to access and use the Service for your internal business purposes. This includes installing and using the Tally Sign Salesforce package as described in Section 15.8.

16.2 Our ownership. We and our licensors own the Service, including its software, design, the templates we provide, the Documentation and other help content, and our trademarks, and all related intellectual property rights. Except for the limited rights granted in these Terms, we reserve all rights. The "Tally" and "Tally Sign" names and logos are our trademarks.

16.3 Restrictions. You must not, and must not let anyone else:

(a) copy, modify or create derivative works of the Service, except for using the templates we provide to make your own documents (Section 16.8);

(b) reverse engineer, decompile or try to extract the source code of the Service or the Salesforce package, except where the law expressly allows it despite this restriction;

(c) sell, rent, lease, sublicense or otherwise make the Service available to third parties, except to Recipients as intended;

(d) use the Service to build a competing product, or copy its features or design;

(e) get around security, access controls, usage limits or technical limits;

(f) access the Service by automated means except through the APIs and connectors we provide;

(g) remove proprietary notices; or

(h) run vulnerability scans or penetration tests against the Service without our prior written permission, except good-faith research that follows Section 11.5 of the Acceptable Use Policy.

16.4 Your ownership. As between you and us, you own Customer Content. We don't claim any ownership of it.

16.5 License you give us. You grant us, and our Subprocessors acting for us, a worldwide, non-exclusive, royalty-free license to host, copy, process, transmit, display and format Customer Content only as needed to provide, secure and support the Service for you, to prevent abuse, and to comply with law, in each case as permitted by the Data Processing Addendum. For example, this lets us render your documents as PDFs, email them to Recipients, and show your logo on emails and signing pages. This license doesn't allow us to change the content of a sent document, a Signer's signature or field entries, a signed PDF or an audit trail, except to format or render it (for example as a PDF) or as you instruct under the Data Processing Addendum.

16.6 Usage data. We may collect and use data about how the Service is used, such as feature usage, performance, error and security data ("Usage Data"), to run, secure, support and improve the Service. Usage Data doesn't include the content of documents, templates, emails, Inputs or AI Output. We may use Usage Data in aggregated or de-identified form that doesn't identify you, your Users or your Recipients, including after these Terms end. We won't disclose Usage Data to any third party in a form that identifies you, your Users or your Recipients, and we won't use it to train AI models.

16.7 APIs, API keys and the MCP connector.

(a) Subject to these Terms, you may use our APIs, our Model Context Protocol (MCP) endpoint and their Documentation during your subscription or trial to build and run integrations with your Account for your own internal business use.

(b) API keys and OAuth tokens are credentials under Section 3.4 and our Confidential Information. Each acts with the permissions of the User who created or approved it.

(c) Unless we agree in writing, you may not publish or offer to other organizations an app, connector or AI agent that accesses the Service for them, or that stores other organizations' credentials.

(d) Any MCP-compatible app can ask to connect through our approval screen. We don't review or endorse those apps. Approving one is your User's decision (Section 12.8).

(e) We may change or retire API endpoints, MCP tools or fields. For a change that removes or breaks something your integration relies on, we will give at least 30 days' notice by email to the Account Owner or in the Documentation, unless a shorter period is needed for security, legal or third-party reasons.

(f) We may apply rate limits and other technical limits to API and MCP use under Section 11.5.

(g) When you ask the Service to fetch a file from a web address (for example, attaching a PDF from a link), you confirm you're entitled to have it fetched and processed.

16.8 Templates and content you use in your documents. We grant you a perpetual, irrevocable, worldwide, royalty-free, non-exclusive license to use, copy, modify, distribute and enforce any part of our starter templates, sample content, help content or AI Output that you include in your own documents, templates or email designs, including after these Terms end. This license covers your documents and records, not the Service itself.

17. Feedback

If you or your Users give us suggestions, ideas or other feedback about the Service, we may use it freely without any obligation or payment to you. Feedback doesn't include Customer Content, and we won't identify you as its source without your permission.

18. Confidentiality

18.1 What is confidential. "Confidential Information" means non-public information that one party (the "sharing party") gives the other (the "receiving party") under these Terms that is marked confidential or that a reasonable person would understand to be confidential. Your Confidential Information includes Customer Content. Ours includes non-public details of the Service, our pricing arrangements with you, API keys and OAuth tokens, and any security or usage limits of the Service that we tell you about.

18.2 Exceptions. Confidential Information doesn't include information that: (a) is or becomes public without the receiving party's fault; (b) the receiving party already knew without a duty of confidentiality; (c) the receiving party lawfully gets from a third party without a duty of confidentiality; or (d) the receiving party develops independently without using the sharing party's Confidential Information.

18.3 Obligations. The receiving party will: use the sharing party's Confidential Information only to perform under or exercise its rights under these Terms; share it only with its and its Affiliates' employees, contractors, advisers and Subprocessors who need to know it and are bound by confidentiality duties at least as protective as these; and protect it with at least reasonable care.

18.4 Required disclosure. The receiving party may disclose Confidential Information if required by law or legal process, but will (where legally allowed) give the sharing party prompt notice and reasonable help, at the sharing party's cost, to seek protection. Section 20.4 also applies to requests for Customer Content.

18.5 Files served by link. Customer Content stays your Confidential Information, and we won't disclose it except through the Service as you direct and as these Terms describe. But you should know how some files are served:

(a) Documents are visible to anyone who has a Recipient's signing link, and completed documents remain visible through those links until the Account is deleted.

(b) Files served without sign-in. So they can appear in emails, signing pages, signed PDFs and Salesforce, these files are served without sign-in: your company logo and cover image, images you add to documents and emails (including pictures attached in the email designer), and page images of PDF files you upload. Each has a web address containing a long random code (for your logo and cover image, your Account's ID) that can't practically be guessed, but anyone who obtains the address, for example from a forwarded email, can open the file, and the address doesn't expire. The file stays available at that address until you delete it from your Account or your Account is deleted. Browsers that have opened it may keep a cached copy for up to a year. Page images of uploaded files show the full content of those pages. Don't upload files you wouldn't want someone with the link to see. Signed PDFs and PDF attachments are different: they are available only to your signed-in Users, through a Recipient's signing link (Section 13.9), or through short-lived download links.

19. Data protection

19.1 Privacy Policy. Our Privacy Policy explains how we collect and use personal data, including data about Users, billing contacts, website visitors and Recipients.

19.2 Data Processing Addendum. When we process Customer Personal Data on your behalf, we act as your processor (or service provider), and the Data Processing Addendum applies automatically and forms part of these Terms. It covers your instructions, our Subprocessors, security, notice of Security Incidents, international transfers (including the EU Standard Contractual Clauses and UK transfer terms where they apply), help with data subject requests, and return and deletion of data. For California and other US state privacy laws, it sets out our commitments as a service provider or processor, including that we don't sell or share your personal data.

19.3 Subprocessors. We use Subprocessors to provide the Service, such as hosting, email delivery and AI providers. The current list is in the Subprocessors list. The Data Processing Addendum explains how much notice we give before adding one and how you can object.

19.4 Where data is processed. We are based in the United States, and the Service is currently hosted in the United States: our app, database and file storage run with our hosting provider in California, and our other Subprocessors also process data in the United States. If you or your Recipients are outside the United States, personal data will be transferred to and processed in the United States, as described in the Privacy Policy and the Data Processing Addendum, which includes the EU Standard Contractual Clauses and UK transfer terms where they apply.

20. Security, support and access to your Account

20.1 Security. We use reasonable administrative, technical and physical measures designed to protect Customer Content, as described in the Data Processing Addendum. No system is completely secure, and we don't promise that Customer Content will never be accessed, changed or lost without authorization. We will notify you after we become aware of a Security Incident affecting Customer Content, as set out in the Data Processing Addendum.

20.2 Support. We provide support by email at support@tallysign.com and through the Documentation. We will acknowledge support requests within 2 business days, and prioritize requests about a Security Incident or an inability to send, sign or download documents. We don't commit to specific support hours or resolution times unless we agree to them in a Signed Agreement.

20.3 Support access to your Account. A small number of named Tally platform administrators may access your Account and Customer Content, including by signing in to the Service as one of your Users, only:

(a) to provide support you or your Users ask for;

(b) to investigate or respond to a security, fraud, abuse, billing or technical problem affecting your Account or the Service;

(c) to investigate or enforce compliance with these Terms or the Acceptable Use Policy, including in response to a report from a Recipient or another third party; or

(d) where the law requires it, or to establish, exercise or defend legal claims.

How support sign-ins work:

• A support sign-in lasts at most 2 hours. During it, the staff member has the same access as the User.
• A banner is shown to the staff member. The Service doesn't currently notify you or the User.
• We log who signed in, as which User, and when. Actions taken during a support sign-in are currently recorded in document audit trails and Certificates of Completion under the name of the User we signed in as, not the staff member's name.
• We won't send, sign, remind, void, unlock or delete documents, change settings, or create or revoke credentials during a support sign-in unless you ask us to, or it is needed under (b), (c) or (d) to stop harm or meet a legal requirement.
• If we sign in under (b), (c) or (d) without a request from you, we will tell the Account Owner within 5 business days, unless the law prohibits it or telling you would prejudice an active investigation of security, fraud or abuse.
• On request, we will give the Account Owner our record of support sign-ins to your Account, including the stated purpose of each.

The Data Processing Addendum contains the same rules.

20.4 Government and legal requests. If we receive a legal request for Customer Content, we will try to redirect the requester to you. Unless the law prohibits it, we will notify you before disclosing Customer Content so you can seek a protective order or other remedy. We will disclose only what we are legally required to.

20.5 Availability. We try to keep the Service available and working well, but we don't promise any particular level of uptime or availability. The Service may be unavailable because of maintenance, updates, failures of Third-Party Services, or events outside our control. We will give at least 48 hours' notice in the Service or by email of planned maintenance expected to make sending or signing unavailable. If sending or signing is unavailable for more than 24 hours in total in a calendar month (not counting notified maintenance and events under Section 28.3) in any two months out of three, you may terminate by notice and receive a refund of prepaid fees for the period after termination.

20.6 Changes to the Service. We improve and change the Service over time, and we may add, change or remove features. We won't materially reduce the core functionality of the Service (creating, sending and signing documents, and downloading signed documents, Certificates of Completion and audit trails) or the overall level of security described in the Data Processing Addendum during your subscription. If we remove another feature that is material to your use of a paid plan and don't replace it with a feature of similar function, we will tell you in advance where reasonable, and you may cancel under Section 8. Beta or preview features we label as such are provided "as is", may change or be withdrawn at any time, and aren't covered by any commitment in these Terms.

20.7 Reporting vulnerabilities. Report suspected security vulnerabilities to security@tallysign.com, as described in Section 11.5 of the Acceptable Use Policy.

21. Warranties and disclaimers

In short: we promise the paid Service will work as described in the Documentation, and we'll fix it if it doesn't. Beyond that, it's provided as is.

21.1 Mutual. Each party confirms that it has full power and authority to enter into these Terms.

21.2 Our commitment. We will provide the paid Service in a professional manner, materially as described in the Documentation, and we will record signing evidence as described in Section 13.7. If the paid Service doesn't meet this commitment and you tell us within 30 days of discovering the problem, we will use reasonable efforts to fix it. If we can't fix it within a reasonable time, either of us may end your subscription, and we will refund any fees you prepaid for the period after it ends. This is your only remedy for a breach of this commitment. This commitment doesn't apply to trials, complimentary accounts, beta features, AI Features or AI Output, Third-Party Services, or problems caused by your misuse or by things outside our reasonable control.

21.3 Disclaimer. Except as expressly stated in these Terms, and to the fullest extent permitted by law, the Service, AI Features, AI Output, templates and all related content are provided "as is" and "as available". We and our licensors and suppliers disclaim all other warranties and conditions, whether express, implied or statutory, including warranties of merchantability, fitness for a particular purpose, title, non-infringement and accuracy, and any warranties arising from course of dealing or usage of trade. We don't warrant that the Service will be uninterrupted, error-free or secure, that emails will be delivered, that any document will be legally valid or enforceable, or that the Service will meet your legal or regulatory requirements. Nothing in this Section 21.3 limits our obligations under Sections 18 and 20 or the Data Processing Addendum.

21.4 No professional advice. Nothing in the Service, including templates, the Documentation, AI Output and messages from our support team, is legal, tax or other professional advice.

22. Limitation of liability

In short: neither of us pays the other for indirect losses. Our total liability is capped at what you paid us in the 12 months before the problem, with a higher, separate cap for data breaches and some exceptions.

22.1 No indirect damages. To the fullest extent permitted by law, and except for the excluded claims in Section 22.4, neither party will be liable to the other for any indirect, incidental, special, consequential, exemplary or punitive damages, or for any loss of profits, revenue, business, goodwill or anticipated savings, loss of use or data, or the cost of substitute services, arising out of or relating to these Terms or the Service, however caused and under any theory of liability, even if advised of the possibility of those damages. This Section 22.1 doesn't exclude the amounts listed in Section 22.3 as recoverable direct damages, or loss of or damage to Customer Content caused by our breach of Section 18, Section 20.1 or the Data Processing Addendum. Those remain subject to the Enhanced Cap.

22.2 General cap. To the fullest extent permitted by law, and except as Sections 22.3 to 22.5 provide, each party's total liability arising out of or relating to these Terms and the Service won't exceed the greater of (a) the total fees paid and payable by you for the Service in the 12 months before the first event giving rise to liability, and (b) US$100.

22.3 Enhanced cap for data claims. For claims arising from a party's breach of Section 18 (Confidentiality), Section 20.1 (Security) or the Data Processing Addendum, including a Security Incident, and for our obligations under Section 24.3, each party's total liability won't exceed the greater of (a) two times the fees paid and payable by you for the Service in the 12 months before the first event giving rise to liability, and (b) US$5,000 (the "Enhanced Cap"). The Enhanced Cap is in addition to, not part of, the cap in Section 22.2. The following are direct damages, recoverable up to the Enhanced Cap:

(i) reasonable costs of investigating and containing a Security Incident;

(ii) costs of notifying affected individuals and regulators as the law requires;

(iii) credit or identity monitoring for affected individuals where the law or a regulator requires or recommends it;

(iv) fines and penalties imposed by a regulator, to the extent caused by the breaching party; and

(v) reasonable costs of restoring or re-creating lost or corrupted Customer Content.

Claims of this kind, however they are described (including as negligence or gross negligence), are subject to the Enhanced Cap and not to any unlimited liability, except to the extent Section 22.4(b) or (e) applies.

22.4 Excluded claims. Sections 22.1 to 22.3 don't limit:

(a) your obligation to pay fees and taxes;

(b) liability for a party's fraud or willful misconduct;

(c) a party's infringement or misappropriation of the other party's intellectual property rights;

(d) your obligations under Section 24.1; or

(e) liability that can't be limited or excluded by law, such as for death or personal injury caused by negligence.

22.5 Our IP indemnity. Our total liability under Section 24.2 (including defense costs) won't exceed three times the fees paid and payable by you for the Service in the 12 months before the claim was first made.

22.6 Trials and complimentary use. For free trials, complimentary Accounts and beta features, to the fullest extent permitted by law, our total liability is limited to US$50.

22.7 Deleted data. If we delete data in line with Section 10 after sending the warnings described in Section 10.2, or at your request, we are not liable for that deletion, or for deletion happening later than the date stated.

22.8 Basis of the bargain. These limits apply even if a remedy in these Terms doesn't fix the problem. They reflect how the parties have shared risk, and our prices would be higher without them.

23. Suspension and termination

23.1 Suspension after notice. We may suspend the affected part of the Service, or an affected User, if we reasonably believe that:

(a) you or your Users are breaking the Acceptable Use Policy or Section 11.2 (fair use);

(b) your use exposes us to material legal liability; or

(c) a chargeback or payment dispute with your card issuer is open (in which case we suspend only new sending, as Section 6.5 describes).

Before we do, we will give the Account Owner at least 5 business days' written notice describing the problem, and a chance to fix it.

23.2 Immediate suspension. We may suspend without prior notice, but only to the extent reasonably necessary, if we reasonably believe that:

(a) your use creates an active security threat, or a risk of material harm to the Service, other customers, Recipients or any person;

(b) the Service is being used for fraud, forgery, spam, phishing or other unlawful activity;

(c) suspension is required by law or a legal order; or

(d) a provider we rely on to run the Service (such as our email or hosting provider) requires it.

In that case we will notify your Notice Contacts within 24 hours, with the reason, unless the law prohibits it.

23.3 During a suspension. We will limit a suspension to what's reasonably needed and restore access once the problem is resolved. A company-wide suspension blocks all access by Users, API keys, Connected AI Apps and the Salesforce package, and Recipients can still sign documents already sent. While a suspension blocks your access, we will give the Account Owner copies of the Account's signed documents, Certificates of Completion and audit trails on request under Section 10.7, unless the law prohibits it or we reasonably believe that providing a particular document would further fraud or harm a person. A pause for non-payment isn't a suspension. It works as described in Section 9.

23.4 Term. These Terms start when you accept them and continue until your Account is deleted or these Terms are terminated as set out below.

23.5 Termination by you. You may stop using the Service at any time. To stop future charges, cancel your subscription as described in Section 8. To end these Terms and have your data deleted before the 6-month period in Section 10, ask us under Section 10.5.

23.6 Termination for breach. Either party may terminate these Terms by written notice if the other party materially breaches them and doesn't cure the breach within 30 days after receiving notice describing it. We may terminate immediately on notice if you seriously or repeatedly break the Acceptable Use Policy, use the Service for fraud, forgery or other unlawful activity, or if required by law.

23.7 Termination by us for convenience. We may stop providing the Service to you, or stop offering it altogether, on at least 60 days' written notice. If we do, we will refund any fees you prepaid for the period after the Service ends, and you can download your data, and ask for a copy under Section 10.7, until the end of the notice period.

23.8 Effect of termination. When these Terms end: (a) your right to use the Service ends; (b) you must pay any fees due up to the end date; (c) each party will return or delete the other's Confidential Information on request, subject to Section 10.6; and (d) Section 10.8 applies to your data. If we terminate for your breach, we may block access right away, but you keep the right to ask for a copy of your documents under Sections 10.7 and 23.3 before deletion.

23.9 Survival. Sections that by their nature should continue after these Terms end will continue, including Sections 6 (for fees due), 7, 10, 12.5, 13, 15.3 (last paragraph), 15.8(f), 16.2 to 16.6, 16.8, 17, 18, 19 (for as long as we hold Customer Content), 21.3, 21.4, 22, 23.8, 24, 26, 27 and 28.

24. Indemnities

In short: if someone makes a claim against us because of your documents or how you used Tally Sign, you cover it. If someone claims Tally Sign itself infringes their IP, or a Security Incident we caused leads to a claim against you, we cover it, up to the caps in Section 22.

24.1 By you. You will defend, indemnify and hold harmless us and our Affiliates, and our and their officers, directors, employees and agents, against any third-party claim, demand, suit, investigation or proceeding (including by a Recipient, a User, a counterparty to a document, or a regulator), and all resulting losses, damages, fines, penalties, settlements, costs and reasonable legal fees, including our reasonable costs of responding to subpoenas, discovery and other legal process about your documents, arising out of or relating to:

(a) the content of Customer Content, or of documents you send or sign through the Service, including any claim that it is unlawful or infringing;

(b) your or your Users' breach of Section 14 or the Acceptable Use Policy, or violation of law;

(c) your failure to give any notices, disclosures or consents required for your documents or Recipients, or to verify a Signer's identity where needed;

(d) actions taken through your Account, including by a Connected AI App, AI Agent, API key, automation or integration you or your Users set up, as configured by you;

(e) any dispute between you and a Recipient, or between parties to a document, including a claim that a signature was forged, unauthorized or obtained by deception;

(f) our processing, correction or deletion of Customer Content in line with your instructions; or

(g) data you direct the Service to send to a Third-Party Service.

Fines and penalties are covered only to the extent imposed because of your or your Users' acts or omissions. You have no obligation under this Section 24.1 to the extent a claim arises from our breach of these Terms, the Data Processing Addendum or law, from a defect in the Service, or from a Security Incident.

24.2 By us: intellectual property. We will defend you against any claim brought by a third party alleging that the Service, as provided by us and used by you in line with these Terms, infringes or misappropriates that third party's patent, copyright, trademark or trade secret, and will pay the damages and reasonable legal fees finally awarded against you or agreed by us in settlement. We have no obligation for claims arising from:

(a) Customer Content, Inputs or AI Output;

(b) Third-Party Services;

(c) the Service combined with products, services or data not provided by us;

(d) changes to the Service not made by us;

(e) use of the Service in breach of these Terms;

(f) trials, complimentary Accounts or beta features; or

(g) a patent that isn't issued in the United States on the date the claim is made.

24.3 By us: Security Incidents. We will defend you against any claim brought by a third party (including a Recipient or a regulator) arising from a Security Incident caused by our or our Subprocessors' breach of Section 20.1 or the Data Processing Addendum, and pay the damages, fines and settlements finally awarded or agreed by us, subject to the Enhanced Cap.

24.4 Our options for IP claims. If the Service is, or we believe it may be, subject to an infringement claim, we may: (a) get you the right to keep using it; (b) modify it so it doesn't infringe, without materially reducing its functionality; or (c) if neither is commercially reasonable, end your subscription and refund any fees you prepaid for the period after it ends. Sections 24.2 and 24.4 are our only obligations, and your only remedy, for infringement claims.

24.5 Process. The party asking for defense must: (a) tell the other party promptly about the claim (a delay only reduces the defending party's obligations to the extent the delay harms it); (b) give the defending party sole control of the defense and settlement, but the defending party may not settle a claim in a way that requires the other party to admit fault or pay money without its consent, which it won't unreasonably withhold; and (c) give reasonable help, at the defending party's cost. The other party may join with its own lawyers at its own cost.

25. Changes to these Terms

25.1 Updates. We may update these Terms and the Acceptable Use Policy from time to time. We will post the updated version on this page, www.tallysign.com/legal/terms-of-service (or on the Acceptable Use Policy page) with a new "Last updated" date.

25.2 Notice of material changes. If a change is material and adverse to you, we will tell your Notice Contacts by email, and show a notice in the Service, at least 30 days before it takes effect. For paid subscriptions, it takes effect at the start of your next billing period that begins after the 30-day notice period. If you don't agree, you may cancel before it takes effect. The previous version applies until your cancellation takes effect, and we will refund any fees you prepaid for the period after it ends. You keep the right to a copy of your documents under Section 10.7.

25.3 Immediate changes. Changes that are needed to comply with law, or that aren't adverse to you, may take effect when posted. This Section 25.3 doesn't apply to price increases (Section 5.6), the Data Processing Addendum or the Subprocessors list. Those change only as they describe.

25.4 Acceptance. If you keep using the Service after the notice period ends, you accept the change. For material changes, we may also ask you to accept the updated Terms in the Service.

25.5 Signed Agreements. If you have a Signed Agreement, a change under this Section 25 that is adverse to you applies to you only if you agree to it in writing or, where the Signed Agreement has a fixed term, from your next renewal after at least 30 days' notice.

26. Governing law and disputes

In short: Nevada law applies. We talk first for 30 days. Then disputes go to individual arbitration, not court, with some exceptions and no class actions. You can opt out of arbitration within 30 days of accepting these Terms.

26.1 Governing law. These Terms, and any dispute arising out of or relating to them or the Service, are governed by the laws of the State of Nevada and applicable U.S. federal law, without regard to conflict-of-laws rules. The Federal Arbitration Act governs Sections 26.3 to 26.6. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act (in any form enacted) don't apply.

26.2 Talk first. Before starting an arbitration or court case, the party with a dispute will send the other a written notice describing it, and the parties will try in good faith to resolve it for at least 30 days. This doesn't stop either party from seeking urgent injunctive relief.

26.3 Arbitration. Except for Excluded Disputes, any dispute, claim or controversy arising out of or relating to these Terms or the Service, including their formation, scope, validity or enforceability, will be resolved by final and binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single arbitrator, seated in the State of Nevada, in English. The arbitrator decides all questions of arbitrability. "Excluded Disputes" are:

(a) individual claims within the jurisdiction of a small-claims court;

(b) claims for injunctive relief to protect intellectual property, Confidential Information or the security of the Service; and

(c) collection of unpaid fees.

Excluded Disputes may be brought in the state and federal courts located in the State of Nevada, and each party consents to the personal jurisdiction of those courts.

26.4 No class actions. Each party may bring claims only in its individual capacity, and not as a plaintiff or class member in any class, collective, consolidated or representative proceeding. The arbitrator may not consolidate claims or award relief to anyone other than the individual party. If this waiver is held unenforceable for a claim, that claim must be severed, brought in the state and federal courts located in the State of Nevada, and stayed until the arbitration ends.

26.5 Mass filings. If 25 or more similar demands are filed by or with the help of the same or coordinated counsel, the American Arbitration Association's Mass Arbitration Supplementary Rules apply, and the demands will be administered in batches.

26.6 Opting out of arbitration. You may opt out of Sections 26.3 to 26.5 by emailing support@tallysign.com within 30 days after you first accept these Terms. If you opt out, disputes go to the state and federal courts located in the State of Nevada, and Section 26.4's ban on class actions still applies to the extent the law allows.

26.7 Jury trial waiver. To the fullest extent permitted by law, each party waives any right to a jury trial in any court proceeding arising out of or relating to these Terms or the Service.

26.8 Time limit. To the extent permitted by law, a claim arising out of or relating to these Terms must be brought within 1 year after the claiming party knew, or should reasonably have known, of it.

27. Notices

27.1 Notices to you. We give you notices by email to your Notice Contacts, or in the Service. Billing, pause and deletion notices go to all of your Notice Contacts. Other notices may go to the Account Owner only. Stripe may also send receipts to the billing email you give Stripe. Notices by email are given when sent, except where Section 10.2 requires successful delivery. It is your responsibility to keep these email addresses current.

27.2 Notices to us. Legal notices to us must be sent by email to support@tallysign.com, with a copy by post or courier to Tally Integrations LLC. Our mailing address is available on request from support@tallysign.com. Notices are given when received.

27.3 Electronic communications. You agree to receive notices, agreements and other communications from us electronically, and that they satisfy any legal requirement that they be in writing.

28. General terms

28.1 Entire agreement. These Terms, together with the documents in Section 1.4 and any Signed Agreement, are the entire agreement between you and us about the Service and replace anything we discussed or agreed about the Service before. You haven't relied on any statement, demo or marketing material that isn't set out in them. Terms in your purchase orders, vendor portals or other business forms don't apply, even if we accept them, unless they are in a Signed Agreement.

28.2 Assignment. You may not assign or transfer these Terms without our prior written consent, except to an Affiliate, or to a successor in a merger, acquisition, corporate reorganization or sale of all or substantially all of your assets, if you notify us within 30 days, the assignee agrees in writing to be bound, and the assignee isn't a Sanctioned Person (Section 28.6). We may assign these Terms, including the Data Processing Addendum, without your consent to an Affiliate or to a successor to all or substantially all of the business or assets relating to the Service. We will notify the Account Owner. If the assignee is a direct competitor of yours, you may terminate within 30 days after our notice, and we will refund fees prepaid for the period after termination. Any other attempted assignment is void. These Terms bind and benefit the parties' permitted successors and assigns.

28.3 Force majeure. Neither party is liable for a delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, such as natural disasters, war, terrorism, civil unrest, labor disputes not involving that party's own workforce, government action, epidemics, widespread internet or utility failures, or cyberattacks not caused by that party's failure to use reasonable security. A failure of one of our Subprocessors counts only if it is itself caused by such an event. Force majeure doesn't excuse our obligations to protect Customer Content and to give notice of a Security Incident under the Data Processing Addendum. The affected party will notify the other promptly and use reasonable efforts to resume performance. If an event prevents a material part of the Service for more than 30 consecutive days, either party may terminate by written notice, and we will refund fees prepaid for the period after termination.

28.4 Independent parties. The parties are independent contractors. Apart from the limited role described in Section 13.1, these Terms don't create a partnership, franchise, joint venture, agency, fiduciary or employment relationship.

28.5 Third-party beneficiaries. There are no third-party beneficiaries of these Terms, including Recipients, except (a) indemnified persons under Section 24, and (b) data subjects, who may enforce the rights the Standard Contractual Clauses give them where those Clauses apply.

28.6 Export controls and sanctions.

(a) Each party will comply with U.S. and other applicable export control and economic sanctions laws, including the Export Administration Regulations and the sanctions administered by the U.S. Treasury Department's Office of Foreign Assets Control.

(b) You represent that neither you, nor any User, nor any person owning 50% or more of you, is located in, organized under the laws of, or ordinarily resident in a country or region subject to comprehensive U.S. sanctions, or is on, or owned or controlled by a party on, a U.S. government restricted-party list (a "Sanctioned Person"). You will tell us promptly if that changes.

(c) You won't use the Service to send documents to, obtain signatures from, or otherwise deal with a Sanctioned Person, or with anyone in a comprehensively sanctioned country or region, in violation of law. You won't let a Sanctioned Person access the Service through your Account, an API key, a Connected AI App, an AI Agent or your Salesforce org.

(d) We may block access to the Service, including signing pages, from comprehensively sanctioned countries or regions, and we may suspend or terminate immediately and without liability where we reasonably believe continuing would breach these laws.

28.7 Anti-corruption. Neither party has received or been offered any bribe, kickback or other improper payment or benefit from the other in connection with these Terms.

28.8 Government customers.

(a) The Service, the Salesforce package and the Documentation are "commercial products", "commercial computer software" and "commercial computer software documentation" as those terms are used in FAR 2.101, FAR 12.212 and DFARS 227.7202. U.S. government end users acquire them only with the rights these Terms give all customers.

(b) If you are a U.S. federal, state or local government entity and a law that binds you prohibits a provision of these Terms (for example automatic renewal, your indemnity in Section 24.1, Section 26, or confidentiality duties that conflict with public-records laws), that provision applies to you only as far as that law allows, and the rest of these Terms stay in effect. For federal customers, federal law governs, and the Contract Disputes Act applies where it is mandatory.

(c) The Service isn't authorized under FedRAMP, StateRAMP or any similar government program. No FAR, DFARS or other government-specific clause applies unless we agree in a Signed Agreement.

(d) You are responsible for deciding whether the Service suits government records, including your records-retention schedules, given the deletion rules in Section 10.

(e) Nothing in Section 18 stops you from complying with public-records laws. Where the law allows, you will tell us before disclosing our Confidential Information under them.

28.9 Publicity. We may include your company name in lists of our customers. We won't use your logo, or describe how you use the Service, without your permission. You may ask us to stop listing you at any time by emailing support@tallysign.com. You may say that you use Tally Sign.

28.10 Waiver. A party's failure or delay in enforcing a provision isn't a waiver of it. A waiver must be in writing to be effective.

28.11 Severability. If any provision of these Terms is held invalid or unenforceable, it will be enforced to the maximum extent permitted and interpreted to achieve its purpose, and the other provisions stay in full effect.

28.12 Interpretation. Headings, the "short version" summary and the "In short" lines are for convenience only. "Including" and "for example" mean "including without limitation". Where these Terms say "days", they mean calendar days.

28.13 Language. These Terms are written in English. If they are translated, the English version controls to the extent permitted by law.

28.14 Contact. These Terms are provided by Tally Integrations LLC. Our mailing address is available on request from support@tallysign.com. You can reach us by email at the addresses below.

Who to contact