Tally Terms of Use

Last Updated: March 21, 2024

Please carefully review these Terms of Use (these “Terms”), as they set forth the legally binding terms and conditions that govern your use and access to our web-hosted user interface located at https://www.tally.xyz (the “Platform”), including related trademarks, software code, and other intellectual property. The Platform provides access to a user interface through which decentralized autonomous organizations (“DAOs”) and their members may conduct certain on-chain governance functionalities. These Terms expressly cover your rights and obligations, and our disclaimers and limitations of legal liability, relating to your use of, and access to, the Platform.

The Platform is a copyrighted work belonging to dappHero Corp. d/b/a Tally, a Delaware corporation (“Tally,” the “Company,” “us,” “our,” and “we”). Your submission of information, including personally identifiable information or personal data (“Personal Data”), through or in connection with the Platform is governed by the terms of our privacy policy as updated from time to time, available at https://www.iubenda.com/privacy-policy/20084196 (“Privacy Policy”). All such additional terms, guidelines, and rules, including our Privacy Policy, are incorporated by reference into these Terms.

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THESE TERMS SET FORTH THE LEGALLY BINDING TERMS AND CONDITIONS THAT GOVERN YOUR USE OF THE PLATFORM. BY SIGNING MESSAGE TO BE RECORDED ON-CHAIN THAT INCLUDES A LINK TO THESE TERMS ACCESSING OR USING THE PLATFORM, YOU ARE ACCEPTING THESE TERMS (ON BEHALF OF YOURSELF OR THE ENTITY THAT YOU REPRESENT), INCLUDING, WITHOUT LIMITATION, THE MANDATORY ARBITRATION PROVISION IN SECTION 14. IF YOU DO NOT AGREE WITH ALL OF THE PROVISIONS OF THESE TERMS, DO NOT ACCESS OR USE THE PLATFORM.

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Please carefully review the disclosures and disclaimers set forth in Section 12 in their entirety before using any software initially developed by Tally. The information in Section 12 provides important details about the legal obligations associated with your use of the Platform.

• Description of the Platform

• Tally is a web-hosted platform which provides a user interface through which DAOs and their members may conduct certain on-chain governance functionalities, including but not limited to, (i) indexing and organizing public information about the DAOs, which include the management of member identities and voting power, managing on-chain DAO assets, and managing governance proposals; and (ii) helping DAO members construct blockchain transactions to interact with their DAOs, including updating their user profiles and governance campaigns, delegating their voting power to other parties, creating and voting on on-chain DAO proposals, and executing passed DAO proposals.
• In order to use the Platform to interact with or conduct any DAO activities, including constructing transactions to delegate, vote, and create governance proposals, you must connect your applicable Ethereum-compatible wallet to the Platform. When you initiate a wallet connection, a sign-in request will be prompted by the Platform. You must complete this prompt in order to successfully connect your wallet.

• To the extent you wish to create a public user profile on Tally, you must register an account on Tally by connecting your Ethereum-compatible wallet in order to verify your control of such wallet.

• You may sign out of the Platform’s (i) on-chain services by disconnecting your Ethereum-compatible wallet, and (ii) off-chain services (if applicable) by logging out of the Platform.

• Use of the Platform

• As a condition to accessing or using the Platform, you represent and warrant to Tally the following:

• if you are entering into these Terms as an individual, then you are at least 18 years old or of legal age in the jurisdiction in which you reside and you have the legal capacity to enter into these Terms and be bound by them;
• if you are entering into these Terms as an Entity (defined below), then you must have the legal authority to accept these Terms on such entity’s behalf, in which case “you” (except as used in this paragraph) will mean such Entity;

For purposes of these Terms, “Entity” means a corporation; partnership; trust; incorporated or unincorporated association; joint venture; limited liability company; joint stock company; or an organization managed, in whole or in part, by decentralized computer program, whereby the voting and financial governance of such organization is conducted through a shared and immutable digital distributed ledger.

• you are the exclusive beneficial and/or legal owner of any digital asset used or to be used for the purchase or sale of any digital asset on the Platform;
• you are not a resident, national, or agent of the Crimea, Donetsk or Luhansk Region of Ukraine, Cuba, North Korea, Russia, Syria, Venezuela, or any other country to which the United States, the United Kingdom or the European Union embargoes goods or imposes similar sanctions (collectively, “Restricted Territories”);
• you have not been identified as a Specially Designated National or placed on any sanctions list by the U.S. Treasury Department’s Office of Foreign Assets Control, the U.S. Commerce Department, or the U.S. Department of State (collectively, “Sanctions Lists Persons”); and you will not use our Platform to conduct any illegal or illicit activity;
• you do not intend to transact with any Restricted Person or Sanctions List Person;
• you do not, and will not, use VPN software or any other privacy or anonymization tools or techniques to circumvent, or attempt to circumvent, any restrictions that apply to the Platform; and
• your access to the Platform is not (a) prohibited by and does not otherwise violate or assist you to violate any domestic or foreign law, rule, statute, regulation, by-law, order, protocol, code, decree, or another directive, requirement, or guideline, published or in force that applies to or is otherwise intended to govern or regulate any person, property, transaction, activity, event or other matter, including any rule, order, judgment, directive or other requirement or guideline issued by any domestic or foreign federal, provincial or state, municipal, local or other governmental, regulatory, judicial or administrative authority having jurisdiction over Tally, you, the Platform, or as otherwise duly enacted, enforceable by law, the common law or equity (collectively, “Applicable Laws”); or (b) contribute to or facilitate any illegal activity

• Fees and Price Estimates

• In connection with your use of the Platform, you are required to pay all gas fees necessary for interacting with the Ethereum blockchain, as well as all other fees reflected on the Platform, if any; unless such fees are expressly borne by any applicable DAO, as determined in such applicable DAO’s sole discretion. The value of the gas fee changes, often unpredictably, and is entirely outside of the control of Tally. Although we attempt to provide accurate fee information, this information reflects our estimates of fees, which may vary from the actual fees paid to use the Platform and interact with the Ethereum blockchain. You acknowledge that under no circumstances will a transaction be invalidated, revocable, retractable, or otherwise unenforceable on the basis that the gas fee for the given transaction was unknown, too high, or otherwise unacceptable to a user. You also acknowledge and agree that the gas fee is non-refundable under all circumstances.

• Prohibited Activity

• You may not use the Platform to engage in the categories of activity set forth below (“Prohibited Uses”). The specific activities set forth below are representative, but not exhaustive, of Prohibited Uses. If you are uncertain as to whether or not your use of the Platform involves a Prohibited Use or have other questions about how these requirements apply to you, then please contact us at help@tally.xyz. By using the Platform, you confirm that you will not use the Platform to do any of the following:

• violate any Applicable Laws including, without limitation, any relevant and applicable anti-money laundering and anti-terrorist financing laws and sanctions programs, such as, without limitation, the Bank Secrecy Act and the U.S. Department of Treasury’s Office of Foreign Asset Controls;
• engage in transactions involving items that infringe or violate any copyright, trademark, right of publicity or privacy or any other proprietary right under Applicable Law, including but not limited to use of Tally’s intellectual property, name, or logo, including use of Tally’s trade or service marks, without express consent from Tally or in a manner that otherwise harms Tally, or any action that implies an untrue endorsement by or affiliation with Tally;
• use the Platform in any manner that could interfere with, disrupt, negatively affect, or inhibit other users from fully enjoying the Platform, or that could damage, disable, overburden, or impair the functioning of the Platform in any manner;
• circumvent any content-filtering techniques, security measures or access controls that Tally employs on the Platform, including, without limitation, through the use of a VPN;
• use any robot, spider, crawler, scraper, or other automated means or interface not provided by us, to access the Platform or to extract data, or introduce any malware, virus, Trojan horse, worm, logic bomb, drop-dead device, backdoor, shutdown mechanism or other harmful material into the Platform;
• provide false, inaccurate, or misleading information while using the Platform or engage in activity that operates to defraud Tally, other users of the Platform, or any other person;
• use or access the Platform to transmit or exchange cryptoassets that are the direct or indirect proceeds of any criminal or fraudulent activity, including, without limitation, terrorism or tax evasion;
• use the Platform in any way that is, in our sole discretion, libelous, defamatory, profane, obscene, pornographic, sexually explicit, indecent, lewd, vulgar, suggestive, harassing, stalking, hateful, threatening, offensive, discriminatory, bigoted, abusive, inflammatory, fraudulent, deceptive, or otherwise objectionable or likely or intended to incite, threaten, facilitate, promote, or encourage hate, racial intolerance, or violent acts against others;
• use the Platform from a jurisdiction that we have, in our sole discretion, determined is a jurisdiction where the use of the Platform is prohibited;
• harass, abuse, or harm of another person or entity, including Tally’s employees and service providers;
• impersonate another user of the Platform or otherwise misrepresent yourself; or
• encourage, induce or assist any third party, or yourself attempt, to engage in any of the activities prohibited under this Section 4 or any other provision of these Terms.

• Proprietary Rights

• Subject to these Terms, Tally grants you a non-transferable, non-exclusive, revocable, limited license to use and access the Platform for your own personal and noncommercial use.
• The rights granted to you in these Terms are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Platform, whether in whole or in part, or any content displayed on the Platform; (b) you shall not (directly or indirectly) modify, decipher, disassemble, reverse compile or reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Platform; (c) you shall not access the Platform in order to build a similar or competitive application, product, or service; (d) translate, or otherwise create derivative works of any part of the Platform; (e) rent, lease, distribute, or otherwise transfer any of the rights that you receive hereunder; (f) frame or mirror any part of the Platform without Tally’s express prior written consent; (g) create a database by systematically downloading and storing Platform content; (h) use any robot, spider, search/retrieval application or other manual or automatic device to retrieve, harvest, index, “scrape,” “data mine” or in any way gather Platform or reproduce or circumvent the navigational structure or presentation of the Platform without Tally’s express prior written consent; and (i)  except as expressly stated herein, no part of the Platform may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means. Unless otherwise indicated, any future release, update, or other addition to functionality of the Platform shall be subject to these Terms.
• Tally reserves the right, at any time, to modify, suspend, or discontinue the Platform (in whole or in part) with or without notice to you.  You agree that Tally will not be liable to you or to any third party for any modification, suspension, or discontinuation of the Platform, or any part thereof.
• You acknowledge and agree that Tally will have no obligation to provide you with any support or maintenance in connection with the Platform.
• You acknowledge that all the intellectual property rights, including copyrights, patents, trademarks, and trade secrets, in the Platform and its content are owned by Tally.  Neither these Terms (nor your access to the Platform) transfers to you or any third party any rights, title or interest in or to such intellectual property rights, except for the limited access rights expressly set forth in these Terms. Tally and its suppliers reserve all rights not granted in these Terms. There are no implied licenses granted under these Terms.

• Third-Party Links

• The Platform may provide links to other World Wide Web or accessible platforms, applications, or resources. You acknowledge and agree that Tally is not responsible for the availability of such external platforms, applications or resources, and does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such platforms or resources. You further acknowledge and agree that Tally shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods, or services available on or through any such application or resource.

• Modification, Suspension, and Termination

• We may, at our sole discretion, from time to time and with or without prior notice to you, modify, suspend or disable (temporarily or permanently) the Platform, in whole or in part, for any reason whatsoever.
• You acknowledge and agree that Tally will have no obligation to provide you with any support or maintenance in connection with the Platform.
• You may request that your public user profile be removed from the Platform by contacting us on Discord (see Section 16.13) or through the instant messaging system on the Platform.
• From time to time, Tally may circulate newsletters or other promotional emails to users who indicated to us that they would like to receive such emails. You may terminate your subscription to such emails by following the instructions in such emails.
• Upon termination of your access, your right to use the Platform will immediately cease. We will not be liable for any losses suffered by you resulting from any modification to the Platform or from any modification, suspension, or termination, for any reason, of your access to all or any portion of the Platform.
• Subject to this Section, these Terms will remain in full force and effect while you use or access the Platform. We may suspend or terminate your rights to use or access the Platform at any time for any reason at our sole discretion, including for any use of the Platform in violation of these Terms. Upon termination of your rights under these Terms, your right to access and use the Platform will terminate immediately. The following sections of these Terms will survive any termination of your access to the Platform, regardless of the reasons for its expiration or termination, in addition to any other provision which by law or by its nature should survive: Sections 6 through 16.

• Accuracy of Information

• We attempt to ensure that the information that we provide on the Platform is complete, accurate and current. Despite our efforts, the information on the Platform may occasionally be inaccurate, incomplete or out of date. We make no representation as to the completeness, accuracy or correctness of any information on the Platform.

• Risks

• Blockchain networks use public/private key cryptography. You alone are responsible for securing your private key(s). We do not have access to your private key(s). Losing control of your private key(s) will permanently and irreversibly deny you access to cryptoassets on the Ethereum blockchain or other blockchain-based network. Neither Tally nor any other person or entity will be able to retrieve or protect your cryptoassets. If your private key(s) are lost, then you will not be able to transfer your cryptoassets to any other blockchain address or wallet. If this occurs, then you will not be able to realize any value or utility from the cryptoassets that you may hold.
• Cryptography is a progressing field with advances in code cracking or other technical advancements, such as the development of quantum computers, which may present risks to cryptoassets and the Platform, and could result in the theft or loss of your cryptoassets.
• The Ethereum blockchain remains under development, which creates technological and security risks when using the Platform in addition to uncertainty relating to cryptoassets and transactions therein. You acknowledge that the cost of transacting on the Ethereum blockchain is variable and may increase at any time causing impact to any activities taking place on the Ethereum blockchain, which may result in price fluctuations or increased costs when using the Platform.
• The Platform remains under development, which creates technological, trading, and other risks when using or accessing the Platform. You acknowledge and understand that the Platform is subject to flaws and that you are solely responsible for evaluating any code provided by the Platform. These risks include, among others, delays in the submission of votes or governance proposals; or an incorrect display of information on the Platform. You acknowledge that these risks may have a material impact on the ability to monitor malicious or erroneous activity, your ability to participate in governance, the ability for governance to be carried out effectively, and the operation of the applicable DAO. This warning and others Tally provides in these Terms in no way evidence or represent an on-going duty to alert you to all of the potential risks of using or accessing the Platform.
• You understand and acknowledge that the Platform is one of many methods of accessing information stored on the blockchain network. Although we intend to provide accurate and timely information on the Platform, the Platform and other information available when using the Platform may not always be entirely accurate, complete, or current and may also include technical inaccuracies or typographical errors. To continue to provide you with as complete and accurate information as possible, information may be changed or updated from time to time without notice, including, without limitation, information regarding our policies. Accordingly, you should ensure that you have alternative methods of accessing any material information (including vote tallies, governance proposals, or other key metrics or information) on the relevant blockchain network, verify all information before relying on it, and all decisions based on information contained on the Platform are your sole responsibility. No representation is made as to the accuracy, completeness, or appropriateness for any particular purpose of any governance-related information distributed via the Platform including the governance proposals, status of governance proposals and voting information. Prices and pricing information may be higher or lower than prices available on platforms providing similar services.
• Any reference to a type of digital asset on the Platform does not indicate our approval or disapproval of the technology on which the digital asset relies, and should not be used as a substitute for your understanding of the risks specific to each type of digital asset.
• Transactions entered into in connection with the Platform are irreversible and final. You acknowledge and agree that you will access and use the Platform at your own risk. By using or accessing the Platform, you represent and warrant that you have been, are, and will be solely responsible for making your independent appraisal and investigations into the risks of participating in or operating a DAO. You represent and warrant that you have sufficient knowledge, market sophistication, professional advice, and experience to make your evaluation of the merits and risks of any transaction conducted in connection with the Platform or any digital asset. You represent that you understand the inherent risks associated with cryptographic systems and blockchain-based networks; DAOs and cryptoassets, including the usage and intricacies of native cryptoassets, smart contract-based tokens, such as those that are issued on the Ethereum blockchain; and systems that interact with blockchain-based networks. You accept all consequences of using the Platform, including the risk that you may lose access to your cryptoassets indefinitely. All transaction decisions are made solely by you. Notwithstanding anything in these Terms, we accept no responsibility whatsoever for, and will in no circumstances be liable to you in connection with, your use of the Platform for performing digital asset transactions.
• We must comply with Applicable Law, which may require us to, upon request by government agencies, take certain actions or provide information, which may not be in your best interests. The Platform and your cryptoassets could be impacted by one or more regulatory inquiries or regulatory actions, which could impede or limit the ability of Tally to continue to make available any portion(s) of the Platform which rely on any Tally proprietary software and, thus, could impede or limit your ability to access or use the Platform.

• You hereby acknowledge and agree that Tally will have no responsibility or liability for, the risks set forth in this Section 9. You hereby irrevocably waive, release and discharge all claims, whether known or unknown to you, against Tally, its affiliates, and their respective shareholders, members, directors, officers, employees, agents, and representatives, suppliers, and contractors related to any of the risks set forth in this Section 9.

• Personal Data

• Consent to access, processing and storage of your personal data. You consent to us accessing, processing and retaining any Personal Data you provide to us when accessing our Platform. This consent is not related to, and does not affect, any rights or obligations we or you have in accordance with data protection laws, privacy laws, and regulations. You can withdraw your consent at any time by closing your account with us. However, we may retain and continue to process your Personal Data for other purposes. Please see our Privacy Policy, which is incorporated herein by reference and available here at https://www.iubenda.com/privacy-policy/20084196  for further information about how we process your Personal Data, and the rights you have in respect of this.

• Indemnification

• You will defend, indemnify, and hold harmless Tally, its affiliates, and its and its affiliates’ respective stockholders, members, directors, officers, managers, employees, attorneys, agents, representatives, suppliers, and contractors (collectively, “Indemnified Parties”) from any claim, demand, lawsuit, action, proceeding, investigation, liability, damage, loss, cost or expense, including without limitation reasonable attorneys’ fees, arising out of or relating to (a) your use of, or conduct in connection with, the Platform; (b) your violation of these Terms; or (c) your infringement or misappropriation of the rights of any other person or entity. If you are obligated to indemnify any Indemnified Party, Tally (or, at its discretion, the applicable Indemnified Party) will have the right, in its sole discretion, to control any action or proceeding and to determine whether Tally wishes to settle, and if so, on what terms, and you agree to corporate with Tally in the defense.

• Disclosures; Disclaimers

• Tally shall not be responsible in any way for any transactions you enter into with other users. You agree that Tally will not be liable for any loss or damages of any sort incurred as the result of any interactions between you and other users.
• You acknowledge that your data on the Platform may become irretrievably lost or corrupted or temporarily unavailable due to a variety of causes, and agree that, to the maximum extent permitted under Applicable Law, we will not be liable for any loss or damage caused by denial-of-service attacks, software failures, viruses or other technologically harmful materials (including those which may infect your computer equipment), protocol changes by third-party providers, internet outages, force majeure events or other disasters, scheduled or unscheduled maintenance, or other causes either within or outside our control.
• The disclaimer of implied warranties contained herein may not apply if and to the extent such warranties cannot be excluded or limited under the Applicable Law of the jurisdiction in which you reside.
• THE PLATFORM IS PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS, AND TALLY (AND OUR SUPPLIERS) EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT.  WE (AND OUR SUPPLIERS) MAKE NO WARRANTY THAT THE PLATFORM WILL MEET YOUR REQUIREMENTS, WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS, OR WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE.  IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE PLATFORM, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF FIRST USE.

TALLY DOES NOT ENDORSE ANY OTHER THIRD PARTY AND SHALL NOT BE RESPONSIBLE IN ANY WAY FOR ANY TRANSACTIONS YOU ENTER INTO WITH OTHER USERS. YOU AGREE THAT TALLY WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGES OF ANY SORT INCURRED AS THE RESULT OF ANY INTERACTIONS BETWEEN YOU AND OTHER USERS.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.  SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.  

• Limitation of Liability

• TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL TALLY BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST DATA, OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THESE TERMS OR YOUR USE OF, OR INABILITY TO USE, THE PLATFORM, EVEN IF TALLY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  ACCESS TO, AND USE OF, THE PLATFORM IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR COMPUTER SYSTEM, OR LOSS OF DATA RESULTING THEREFROM.  
• TO THE MAXIMUM EXTENT PERMITTED BY LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THESE TERMS (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO A MAXIMUM OF FIFTY US DOLLARS (U.S. $50). THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT.  
• SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.  

• Dispute Resolution & Arbitration

• Please read this Section 14 (the “Arbitration Agreement”) carefully.  It is part of your contract with Tally and affects your rights.  It contains procedures for mandatory binding arbitration and a class action waiver.

• Applicability of Arbitration Agreement.  All claims and disputes (excluding claims for injunctive or other equitable relief as set forth below) between Tally and any user that cannot be resolved informally or in small claims court shall be resolved by binding arbitration on an individual basis under the terms of this Arbitration Agreement.  Unless otherwise agreed to, all arbitration proceedings shall be held in English.  This Arbitration Agreement applies to you and Tally, and to any subsidiaries, affiliates, agents, employees, predecessors in interest, successors, and assigns, as well as all authorized or unauthorized users or beneficiaries of services or goods provided under the Terms.
• Notice Requirement and Informal Dispute Resolution.  Before either party may seek arbitration, the party must first send to the other party a written Notice of Dispute (“Notice”) describing the nature and basis of the claim or dispute, and the requested relief.  Each party hereby irrevocably and unconditionally consents to service of process through personal service at their corporate headquarters, registered address, or primary address (for individuals or sole proprietors). Nothing in these Terms will affect the right of any party to serve process in any other manner permitted by Law. After the Notice is received, you and Tally may attempt to resolve the claim or dispute informally.  If you and Tally do not resolve the claim or dispute within thirty (30) days after the Notice is received, either party may begin an arbitration proceeding.  The amount of any settlement offer made by any party may not be disclosed to the arbitrator until after the arbitrator has determined the amount of the award, if any, to which either party is entitled.
• Arbitration Rules.  Arbitration shall be initiated through the American Arbitration Association (“AAA”), an established alternative dispute resolution provider (“ADR Provider”) that offers arbitration as set forth in this section.  If AAA is not available to arbitrate, the parties shall agree to select an alternative ADR Provider.  The rules of the ADR Provider shall govern all aspects of the arbitration, including but not limited to the method of initiating and/or demanding arbitration, except to the extent such rules are in conflict with the Terms.  The AAA Consumer Arbitration Rules (“Arbitration Rules”) governing the arbitration are available online at www.adr.org or by calling the AAA at 1-800-778-7879.  The arbitration shall be conducted by a single, neutral arbitrator.  Any claims or disputes where the total amount of the award sought is less than Ten Thousand U.S. Dollars (US $10,000.00) may be resolved through binding non-appearance-based arbitration, at the option of the party seeking relief.  For claims or disputes where the total amount of the award sought is Ten Thousand U.S. Dollars (US $10,000.00) or more, the right to a hearing will be determined by the Arbitration Rules.  Any hearing will be held in a location within 100 miles of your residence, unless you reside outside of the United States, and unless the parties agree otherwise.  If you reside outside of the U.S., the arbitrator shall give the parties reasonable notice of the date, time and place of any oral hearings. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.  If the arbitrator grants you an award that is greater than the last settlement offer that Tally made to you prior to the initiation of arbitration, Tally will pay you the greater of the award or US $2,500.00.  Each party shall bear its own costs (including attorney’s fees) and disbursements arising out of the arbitration and shall pay an equal share of the fees and costs of the ADR Provider.
• Additional Rules for Non-Appearance-Based Arbitration.  If non-appearance-based arbitration is elected, the arbitration shall be conducted by telephone, online and/or based solely on written submissions; the specific manner shall be chosen by the party initiating the arbitration.  The arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise agreed by the parties.
• Time Limits.  If you or Tally pursue arbitration, the arbitration action must be initiated and/or demanded within the statute of limitations (i.e., the legal deadline for filing a claim) and within any deadline imposed under the AAA Rules for the pertinent claim.
• Authority of Arbitrator.  If arbitration is initiated, the arbitrator will decide the rights and liabilities, if any, of you and Tally, and the dispute will not be consolidated with any other matters or joined with any other cases or parties.  The arbitrator shall have the authority to grant motions dispositive of all or part of any claim.  The arbitrator shall have the authority to award monetary damages, and to grant any non-monetary remedy or relief available to an individual under applicable law, the AAA Rules, and the Terms.  The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded.  The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have.  The award of the arbitrator is final and binding upon you and Tally.
• Waiver of Jury Trial.  THE PARTIES HEREBY WAIVE THEIR CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY, INSTEAD ELECTING THAT ALL CLAIMS AND DISPUTES SHALL BE RESOLVED BY ARBITRATION UNDER THIS ARBITRATION AGREEMENT.  ARBITRATION PROCEDURES ARE TYPICALLY MORE LIMITED, MORE EFFICIENT AND LESS COSTLY THAN RULES APPLICABLE IN A COURT AND ARE SUBJECT TO VERY LIMITED REVIEW BY A COURT.  IN THE EVENT ANY LITIGATION SHOULD ARISE BETWEEN YOU AND TALLY IN ANY STATE OR FEDERAL COURT IN A SUIT TO VACATE OR ENFORCE AN ARBITRATION AWARD OR OTHERWISE, YOU WAIVE ALL RIGHTS TO A JURY TRIAL, INSTEAD ELECTING THAT THE DISPUTE BE RESOLVED BY A JUDGE.
• Waiver of Class or Consolidated Actions.  ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, AND CLAIMS OF MORE THAN ONE USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER USER.  
• Confidentiality.  All aspects of the arbitration proceeding, including but not limited to the award of the arbitrator and compliance therewith, shall be strictly confidential.  The parties agree to maintain confidentiality unless otherwise required by law.  This paragraph shall not prevent a party from submitting to a court of law any information necessary to enforce this Agreement, to enforce an arbitration award, or to seek injunctive or equitable relief.
• Severability.  If any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable by a court of competent jurisdiction, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Agreement shall continue in full force and effect.
• Right to Waive.  Any or all of the rights and limitations set forth in this Arbitration Agreement may be waived by the party against whom the claim is asserted.  Such waiver shall not waive or affect any other portion of this Arbitration Agreement.
• Survival of Agreement.  This Arbitration Agreement will survive the termination of your relationship with Tally.
• Small Claims Court.  Notwithstanding the foregoing, either you or Tally may bring an individual action in small claims court.
• Emergency Equitable Relief.  Notwithstanding the foregoing, either party may seek emergency equitable relief before a state or federal court in order to maintain the status quo pending arbitration.  A request for interim measures shall not be deemed a waiver of any other rights or obligations under this Arbitration Agreement.
• Claims Not Subject to Arbitration.  Notwithstanding the foregoing, claims of defamation, violation of the Computer Fraud and Abuse Act, and infringement or misappropriation of the other party’s patent, copyright, trademark or trade secrets shall not be subject to this Arbitration Agreement.
• Courts.  In any circumstances where the foregoing Arbitration Agreement permits the parties to litigate in court, the parties hereby agree to submit to the personal jurisdiction of the courts located within the State of Delaware, for such purpose.

• Governing Law

• The interpretation and enforcement of these Terms, and any dispute related to these Terms or the Platform, will be governed by and construed and enforced under the laws of the State of Delaware, as applicable, without regard to conflict of law rules or principles (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. You agree that we may initiate a proceeding related to the enforcement or validity of our intellectual property rights in any court having jurisdiction. For any other proceeding that is not subject to arbitration under these Terms, the state and federal courts located in the State of Delaware will have exclusive jurisdiction. You waive any objection to venue in any such courts.

•  General Information

• These Terms are subject to occasional revision, and if we make any substantial changes, we may notify you by sending you an e-mail to the last e-mail address you provided to us (if any), and/or by prominently posting notice of the changes on our Platform. You are responsible for providing us with your most current e-mail address. In the event that the last e-mail address that you have provided us is not valid, or for any reason is not capable of delivering to you the notice described above, our dispatch of the e-mail containing such notice will nonetheless constitute effective notice of the changes described in the notice.  Any changes to these Terms will be effective one (1) day following the earlier of our dispatch of an e-mail notice to you (if applicable) or one (1) day following our posting of notice of the changes on our Platform. These changes will be effective immediately for new users of our Platform. Continued use of our Platform following notice of such changes shall indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.

• You consent to receive all communications, agreements, documents, receipts, notices, and disclosures electronically (collectively, our “Communications”) that we provide in connection with these Terms or the use of the Platform. You agree that we may provide our Communications to you by posting them on the Platform or by emailing them to you at the email address you provide in connection with using the Platform, if any. You should maintain copies of our Communications by printing a paper copy or saving an electronic copy. You may also contact us with questions, complaints, or claims concerning the Platform at help@tally.xyz.
• Any right or remedy of Tally set forth in these Terms is in addition to, and not in lieu of, any other right or remedy whether described in these Terms, under Applicable Law, at law, or in equity. The failure or delay of Tally in exercising any right, power, or privilege under these Terms shall not operate as a waiver thereof.
• The invalidity or unenforceability of any of these Terms shall not affect the validity or enforceability of any other of these Terms, all of which shall remain in full force and effect.
• We will have no responsibility or liability for any failure or delay in performance of the Platform, or any loss or damage that you may incur, due to any circumstance or event beyond our control, including without limitation any flood, extraordinary weather conditions, earthquake, or other act of God, fire, war, insurrection, riot, labor dispute, accident, action of government, communications, power failure, or equipment or software malfunction.
• You may not assign or transfer any right to use the Platform, or any of your rights or obligations under these Terms, without our express prior written consent, including by operation of law or in connection with any change of control. We may assign or transfer any or all of our rights or obligations under these Terms, in whole or in part, without notice or obtaining your consent or approval.
• Headings of sections are for convenience only and shall not be used to limit or construe such sections.
• These Terms contain the entire agreement between you and Tally, and supersede all prior and contemporaneous understandings between the parties regarding the Platform.
• In the event of any conflict between these Terms and any other agreement you may have with us, these Terms will control unless the other agreement specifically identifies these Terms and declares that the other agreement supersedes these Terms.
• You agree that, except as otherwise expressly provided in these Terms, there shall be no third-party beneficiaries to these Terms other than the Indemnified Parties.
• A waiver by Tally of any right or remedy under these Terms shall only be effective if it is in writing, executed by a duly authorized representative of Tally and shall apply only to the circumstances for which it is given. Our failure to exercise or enforce any right or remedy under these Terms shall not operate as a waiver of such right or remedy, nor shall it prevent any future exercise or enforcement of such right or remedy.  No single or partial exercise of any right or remedy shall preclude or restrict the further exercise of any such right or remedy or other rights or remedies.

• Copyright © 2024 dappHero Corp. d/b/a Tally. All rights reserved.  All trademarks, logos and service marks (“Marks”) displayed on the Platform are our property or the property of other third parties. You are not permitted to use these Marks without our prior written consent or the consent of such third party which may own the Marks.
• For any questions, comments, or feedback, you may contact us at any of the following channels:

• Email:         help@tally.xyz
• Discord:         https://discord.com/invite/3wgMrqaCCk