Terms of Service

Agreement to Terms
Definitions
Eligibility and Account Registration
Platform Description and Intermediary Status
User Accounts and Security
Acceptable Use Policy
Agent-Specific Terms
Vendor-Specific Terms
Property Access and Lockbox Codes
Payments, Fees, and Billing
Subscriptions and Auto-Renewal
Intellectual Property
User Content
Privacy and Data Protection
Disclaimer of Warranties
Limitation of Liability
Indemnification
Dispute Resolution and Arbitration
Termination
General Provisions

1. AGREEMENT TO TERMS

By creating an account on Tally or using any part of the Platform — including visiting the Tally marketing website at tallyre.info or the Tally web application at tallyre.app — you ("User," "you," or "your") agree to be bound by these Terms of Service ("Terms" or "Agreement"), our Privacy Policy, and all policies incorporated by reference. If you do not agree to these Terms, you may not access or use the Platform.

These Terms constitute a legally binding agreement between you and Insynq LLC, a Colorado limited liability company ("Insynq," "Tally," "Company," "we," "us," or "our").

BY CHECKING THE "I AGREE TO THE TERMS OF SERVICE" CHECKBOX AND CLICKING "CREATE ACCOUNT" (OR SIMILAR BUTTON), YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS. THIS CONSTITUTES YOUR ELECTRONIC SIGNATURE AND HAS THE SAME LEGAL EFFECT AS A HANDWRITTEN SIGNATURE.

If you are entering into these Terms on behalf of a business, brokerage, or other legal entity, you represent that you have the authority to bind that entity to these Terms. In such case, "you" and "your" refer to that entity.

2. DEFINITIONS

As used in these Terms:

"Agent" means a licensed real estate agent, broker, or their authorized representative who uses the Platform to order services for property listings.
"Agent Property" means a real property listed or managed by an Agent on the Platform, including its address, details, and associated access information.
"Deliverable" means any work product produced by a Vendor in connection with a service order, including but not limited to photographs, virtual tours, staging plans, reports, and other materials.
"Lockbox Code" means any property access code, lockbox combination, keypad entry code, gate code, or other credential used to gain physical access to a property, shared through the Platform at an Agent's direction.
"Order" means a request submitted by an Agent through the Platform for one or more services to be performed by a Vendor at a specified property.
"Platform" means the Tally web application at tallyre.app, the Tally marketing website at tallyre.info, and all features, tools, and services provided through them. Visitors to tallyre.info who have not created an account are subject to the Privacy Policy and applicable sections of these Terms (including Sections 6, 12, 14, 15, 16, and 20).
"Service" or "Services" means the real estate-related services available through the Platform, including but not limited to photography, videography, staging, cleaning, and other listing preparation services.
"Subscription" means a recurring payment plan that provides access to certain Platform features based on the selected tier.
"User" means any individual or entity with an active account on the Platform, including Agents, Vendors, Managers, Admins, and Assistants.
"User Content" means any content, data, text, images, videos, messages, reviews, or other materials that a User submits, uploads, or transmits through the Platform.
"Vendor" means an independent service provider who uses the Platform to receive and fulfill service orders from Agents, including but not limited to photographers, stagers, cleaners, and other real estate service professionals.

3. ELIGIBILITY AND ACCOUNT REGISTRATION

3.1 Eligibility

To use the Platform, you must:

(a) Be at least 18 years of age;

(b) Be legally able to enter into binding contracts;

(c) Not be a person barred from using the Platform under the laws of the United States or the state in which you reside or operate;

(d) If registering as an Agent: hold a valid, active real estate license in the state(s) where you operate, or be an authorized representative of a licensed agent or brokerage;

(e) If registering as a Vendor: hold all licenses, permits, and insurance required by applicable law for the services you intend to provide.

3.2 Account Registration

When you register for an account, you agree to provide accurate, current, and complete information. You agree to update your information promptly if it changes. We reserve the right to suspend or terminate any account that we reasonably believe contains inaccurate, misleading, or fraudulent information.

3.3 Third-Party Authentication

You may create an account or sign in using a third-party authentication provider, including Google ("Third-Party Login"). When you use Third-Party Login:

(a) You authorize us to access and use certain information from your third-party account (such as your name, email address, and profile photo) as described in our Privacy Policy;

(b) Your use of the third-party service is subject to that provider's terms of service and privacy policy (for Google: Google Terms of Service and Google Privacy Policy);

(c) You are responsible for maintaining the security of your third-party account. If your third-party account is compromised, your Tally account may also be at risk;

(d) Tally is not responsible for the availability, accuracy, or practices of any third-party authentication provider. If the third-party service becomes unavailable, you may need to create a password-based login to continue accessing your account.

3.4 Account Security

You are responsible for maintaining the confidentiality of your login credentials and for all activities that occur under your account. You must notify us immediately at support@tallyre.app if you become aware of any unauthorized use of your account.

4. PLATFORM DESCRIPTION AND INTERMEDIARY STATUS

4.1 Platform Role

Tally is an online marketplace platform that facilitates connections between real estate Agents and independent service Vendors. Tally does not itself provide, perform, or guarantee any real estate services listed on or booked through the Platform.

When an Agent books a service through Tally, the Agent enters into a direct arrangement with the Vendor providing that service. Tally is not a party to the agreement between Agent and Vendor and bears no responsibility for the quality, safety, legality, or timeliness of services performed by Vendors.

4.2 No Employment Relationship

Tally does not employ, supervise, direct, or control Vendors. Vendors are independent service providers who determine their own methods, schedules (subject to agreed-upon timeframes), tools, and equipment. Nothing in these Terms creates an employment, agency, partnership, or joint venture relationship between Tally and any User.

4.3 No Guarantee of Results

Tally does not guarantee:

(a) The availability of any particular Vendor or service;

(b) The quality, accuracy, or fitness of any Deliverable or service;

(d) The accuracy of any information provided by Users, including but not limited to property details, licensing status, or insurance coverage;

(e) Uninterrupted or error-free operation of the Platform.

4.4 Communication Monitoring

You acknowledge that messages, communications, and files transmitted through the Platform may be monitored, reviewed, and retained by Tally for the purposes of platform safety, dispute resolution, quality assurance, and compliance with applicable law.

5. USER ACCOUNTS AND SECURITY

5.1 One Account Per User

Each User may maintain only one active account unless expressly authorized by Tally. Creating multiple accounts to circumvent Platform restrictions, manipulate reviews, or for any deceptive purpose is a violation of these Terms.

5.2 Account Roles

The Platform supports multiple user roles with varying levels of access and functionality. Your account role determines the features available to you. Tally reserves the right to modify role-based access at any time.

5.3 Impersonation

Authorized Tally personnel may access and operate the Platform on behalf of a User for support, troubleshooting, or administrative purposes ("Impersonation"). All impersonation sessions are logged and limited to the duration of the support interaction.

6. ACCEPTABLE USE POLICY

6.1 General Prohibitions

You agree not to:

(a) Use the Platform for any unlawful purpose or in violation of any applicable federal, state, or local law or regulation;

(b) Engage in fraud, misrepresentation, or identity falsification;

(d) Use automated tools, bots, scrapers, or crawlers to access, extract, or collect data from the Platform without our express written consent;

(e) Attempt to circumvent the Platform's payment system to arrange off-platform transactions with Users you were connected with through the Platform;

(f) Share your account credentials with unauthorized parties;

(g) Upload or transmit viruses, malware, or any code designed to disrupt, damage, or gain unauthorized access to the Platform or its systems;

(h) Reverse engineer, decompile, disassemble, or attempt to derive the source code of the Platform or any of its components;

(i) Use the Platform to build, assist in building, or contribute to a competing product or service;

(j) Remove, alter, or obscure any proprietary notices, labels, or marks on the Platform;

(k) Interfere with or disrupt the Platform or servers or networks connected to the Platform.

6.2 Enforcement

Tally reserves the right to investigate and take appropriate action against any User who violates this Acceptable Use Policy, including but not limited to removing User Content, suspending or terminating accounts, and reporting violations to law enforcement.

7. AGENT-SPECIFIC TERMS

The following terms apply to Users who register as Agents or in Agent-affiliated roles (Admin, Assistant).

7.1 Licensing and Authorization

By using the Platform as an Agent, you represent and warrant that:

(a) You hold a valid, active real estate license in each state where you list properties or order services through the Platform, or you are an authorized representative of a licensed agent or brokerage;

(b) You are authorized by the property owner or listing broker to order the services you request through the Platform;

(c) You will comply with all applicable real estate laws, regulations, and ethical standards, including those of the National Association of Realtors (NAR) and your state real estate commission.

7.2 Property Information Accuracy

You are solely responsible for the accuracy and completeness of all property information you provide through the Platform, including property addresses, access instructions, client contact information, and any special conditions or hazards at the property.

7.3 Service Orders and Payment

(a) When you submit an Order, you agree to pay the listed price for the services ordered. Prices are displayed at the time of order and are fixed upon order creation.

(b) Payment is processed through our third-party payment processor, Stripe. By placing an Order, you authorize Tally and Stripe to charge the payment method associated with your account.

(c) Payment to Tally through Stripe constitutes satisfaction of your payment obligation for the services ordered. You agree not to make separate or additional payments to Vendors for services booked through the Platform.

7.4 Cancellation and Refund Policy

Service orders involve three distinct fee components, each with its own refund treatment:

(a) Order Processing Fee ($25 per order). The per-order processing fee charged to Agents is non-refundable regardless of when or why the order is cancelled. This fee covers the cost of facilitating the service match and processing the transaction. Agents on a subscription plan that waives the per-order fee are not charged this fee and this clause does not apply.

(b) Platform Service Fee (commission on service price). Tally retains a percentage of the service price as a platform service fee, deducted from the Vendor's payout. This fee is refundable to the Agent only if both of the following conditions are met:

(i) The cancellation is made at least 24 hours before the scheduled service date; and

(ii) The cancellation qualifies for a refund under the Vendor's own cancellation policy.

If either condition is not met — including cases where the Vendor's cancellation policy requires more than 24 hours' notice — the platform service fee is non-refundable.

(c) Vendor's Service Price. The portion of the service price paid to the Vendor is subject to the Vendor's own cancellation and refund policy. Tally does not control, set, or guarantee Vendor refund policies. Vendors may set their own cancellation windows, partial refund schedules, and refund conditions. It is the Agent's responsibility to review the Vendor's cancellation policy before placing an order.

Refunds of the Vendor's portion are limited to the amount the Vendor received (the service price less the platform service fee). Tally facilitates Vendor-approved refunds but is not a party to the refund decision.

(d) Vendor-Initiated Cancellations. If a Vendor cancels a confirmed order, the Agent will receive a full refund of the service price, including the platform service fee. The per-order processing fee remains non-refundable.

(e) Completed Services. Refund requests for services that have been completed and delivered will be evaluated on a case-by-case basis. Tally is not obligated to provide refunds for completed services.

(f) Refund Processing. Refunds, when issued, will be processed through the original payment method. Refunds typically appear within 5–10 business days, depending on your financial institution. Third-party payment processing fees charged by Stripe are non-refundable and may be deducted from the refund amount.

7.5 Reviews and Ratings

Agents may submit reviews and ratings for Vendors upon completion of a service. Reviews must be honest, accurate, and based on your direct experience. Tally reserves the right to remove reviews that violate these Terms or our review guidelines.

Reviews and aggregate ratings may be used in promotional materials for the Platform (e.g., demos, videos, marketing content) alongside the Vendor's business name, as described in Section 8.8. Individual reviewer names will not be disclosed to non-Platform audiences without the reviewer's consent.

7.6 Vendor Invitations

Agents may invite Vendors to join the Platform by providing the prospective Vendor's name and email address. When sending a vendor invitation, you represent and warrant that:

(a) You have a legitimate professional relationship with, or reasonable business basis for contacting, the prospective Vendor;

(b) The email address you provide is accurate and belongs to the person or business you intend to invite;

(c) You will not use the invitation feature to send unsolicited or bulk invitations to individuals with whom you have no professional relationship;

(d) You will not use the invitation feature for any purpose other than inviting prospective service providers to join the Platform.

Your name and profile information will be included in the invitation email sent to the prospective Vendor. If multiple Agents invite the same Vendor, each invitation is recorded as a separate referral. When the invited Vendor creates an account, they are automatically added to the preferred vendor lists of all Agents who invited them.

Assistants may send vendor invitations on behalf of their assigned Agent(s), subject to the same requirements above.

Tally reserves the right to rate-limit, suspend, or revoke the invitation feature for any Agent who misuses it, including sending invitations that result in spam complaints or that violate this section.

8. VENDOR-SPECIFIC TERMS

The following terms apply to Users who register as Vendors.

8.1 Independent Contractor Status

You acknowledge and agree that you are an independent contractor and not an employee, agent, or partner of Tally. You are solely responsible for:

(a) Determining the manner and means by which you perform services;

(b) Providing your own tools, equipment, and supplies;

(c) Maintaining all licenses, permits, certifications, and insurance required by applicable law for the services you provide;

(d) Paying all applicable taxes, including self-employment taxes, income taxes, and any other taxes arising from your activities on the Platform;

(e) Compliance with all applicable labor, employment, and occupational safety laws.

Tally will not withhold taxes from your earnings and may issue IRS Form 1099 (or equivalent) as required by law.

8.2 Insurance Requirements

As a condition of using the Platform, you represent and warrant that you maintain:

(a) General liability insurance with a minimum coverage of $1,000,000 per occurrence;

(b) Professional liability or errors and omissions insurance appropriate for your service type;

(d) Commercial auto insurance if you use a vehicle in connection with services booked through the Platform.

You agree to provide proof of insurance upon request and to notify Tally immediately if any required insurance policy lapses, is cancelled, or is materially modified.

8.3 Service Fulfillment

(a) You agree to perform all accepted services professionally, competently, and in accordance with the specifications and timelines described in the Order.

(b) You agree to submit all Deliverables through the Platform within the agreed-upon timeframe.

(c) You agree to comply with the Platform's revision policies, as determined by your subscription tier and the applicable service type.

(d) Failure to complete accepted services may result in order cancellation, negative reviews, account suspension, or termination.

8.4 Vendor Payments and Payouts

(a) Vendor payments are processed through Stripe Connect. By registering as a Vendor, you agree to create and maintain a Stripe Connected Account and to be bound by the Stripe Connected Account Agreement, which is incorporated into these Terms by reference.

(b) Payout amounts, schedules, and methods are determined by Tally and processed through Stripe. Tally reserves the right to withhold or reverse payouts in cases of disputed services, refunded orders, or violations of these Terms.

(c) You acknowledge that Stripe is a third-party payment processor and that Tally is not responsible for delays, errors, or issues caused by Stripe or your financial institution.

8.5 Background Checks

Tally reserves the right to conduct or require background checks as a condition of Vendor account activation or continued participation. By registering as a Vendor, you authorize Tally and its designated screening providers to conduct such checks in compliance with the Fair Credit Reporting Act (FCRA) and applicable state law.

8.6 Subcontracting

You may not subcontract, delegate, or assign any service order accepted through the Platform to another individual or entity without the express prior consent of the ordering Agent and written approval from Tally.

8.7 Non-Solicitation

During the term of your account and for twelve (12) months following account termination, you agree not to directly solicit Agents or other Users you were connected with through the Platform for the purpose of providing services outside the Platform.

8.8 Promotional Use of Vendor Business Profiles

By registering as a Vendor, you grant Tally permission to use your business profile information — including your business name, service categories, service descriptions, pricing as entered on the Platform, basic business contact information (phone number, email, address as provided for your vendor profile), and reviews/ratings received through the Platform — in promotional and marketing contexts, including but not limited to:

(a) Live product demonstrations and sales presentations to prospective Agents, Vendors, and partners;

(b) Tutorial videos, how-to content, and educational materials (including content published on YouTube and other video platforms);

(d) Screenshots, screen recordings, and mockups of the Platform.

This permission applies to your business information only — not to your personal contact information unless it is the same as the business contact information you provided for your vendor profile. Tally will make reasonable efforts to use current and accurate information.

Reviews and ratings received through the Platform may be displayed in promotional contexts alongside your business name and service category. The internal rating criteria (reliability, quality, communication, professionalism, value) may be shown, but individual reviewer identities will not be disclosed to non-Platform audiences without the reviewer's consent.

8.9 Public Vendor Booking Pages

By registering as a Vendor, you acknowledge that your business profile is publicly accessible at tallyre.app/book/[your-vendor-id] without requiring authentication. Publicly visible information includes your business name, description, logo, service offerings, packages, pricing, average ratings, review counts, and service areas. Your contact information (email, phone, website) is not visible on the public booking page and is only shown to authenticated Tally users. You may share your public booking page URL on your website, business cards, email signatures, and other marketing materials. To remove your public profile, you may deactivate your vendor account.

If you wish to opt out of promotional use of your business profile, you may contact us at support@tallyre.app. Opting out will not affect your ability to use the Platform but may limit your visibility to prospective Agents.

9. PROPERTY ACCESS AND LOCKBOX CODES

THIS SECTION CONTAINS CRITICAL PROVISIONS REGARDING PROPERTY ACCESS. ALL USERS SHOULD READ THIS SECTION CAREFULLY.

9.1 Agent Responsibilities for Property Access

By enabling lockbox code sharing or providing property access information through the Platform, the Agent represents and warrants that:

(a) The Agent has obtained written authorization from the property owner (or listing broker, as applicable) to share property access information, including lockbox codes, with third-party service vendors;

(b) The Agent has informed the property owner that third-party vendors will access the property in connection with services booked through the Platform;

(c) The Agent understands and accepts that the decision to grant any Vendor access to any property via the Platform is solely the Agent's decision and responsibility;

(d) The Agent will revoke Vendor access promptly after service completion or when access is no longer needed;

(e) The Agent acknowledges that sharing lockbox codes may be subject to National Association of Realtors (NAR) policies, state real estate commission regulations (including but not limited to Colorado Real Estate Commission Rule 6.16), and brokerage-specific policies. The Agent is solely responsible for compliance with all such rules and policies.

9.2 Vendor Responsibilities for Property Access

By receiving lockbox codes or property access information through the Platform, the Vendor agrees that:

(a) Lockbox codes and property access information shall be used solely for the purpose of performing the specific booked service at the designated property;

(b) Lockbox codes shall not be shared, copied, stored, photographed, recorded, or distributed to any third party, including other employees, contractors, or associates of the Vendor, unless expressly authorized by the Agent;

(c) The Vendor shall access the property only during the time window authorized by the Agent for the applicable service;

(d) The Vendor shall not retain lockbox codes or access information after the service has been completed;

(e) The Vendor assumes full responsibility and liability for any damage to, theft from, or unauthorized activity at the property during the Vendor's access;

(f) Violation of any provision of this Section 9.2 constitutes a material breach of these Terms and grounds for immediate account termination, forfeiture of unpaid earnings, and potential legal action.

9.3 Platform Role in Property Access

(a) Tally transmits lockbox codes and property access information at the Agent's direction through secure, access-controlled channels within the Platform.

(b) Tally maintains immutable audit logs of all lockbox access grants, code views, and access revocations. These records may be used for dispute resolution, compliance, and legal purposes.

Property ownership or the Agent's authorization to share access codes;
The identity of individuals who physically use shared codes to enter a property;
The condition of the property before, during, or after Vendor access;
Compliance with NAR policies, state real estate commission rules, or brokerage policies regarding lockbox usage.

(d) TALLY SHALL NOT BE LIABLE for property damage, theft, personal injury, trespass, unauthorized access, or any other loss or claim arising from the use, misuse, or unauthorized sharing of lockbox codes or property access information transmitted through the Platform.

(e) Tally reserves the right to suspend or disable lockbox sharing features for any User or across the Platform if Tally determines, in its sole discretion, that abuse, security risks, or legal concerns warrant such action.

10. PAYMENTS, FEES, AND BILLING

10.1 Payment Processing

All payments through the Platform are processed by Stripe, Inc. By using the Platform's payment features, you agree to be bound by Stripe's Terms of Service and Privacy Policy, as applicable to your use.

10.2 Platform Fees

Tally may charge service fees, transaction fees, or other fees in connection with the use of the Platform. All applicable fees will be disclosed to you before you complete a transaction. Tally reserves the right to modify its fee structure with reasonable notice to Users.

10.3 Taxes

You are solely responsible for determining and paying all taxes applicable to your use of the Platform and any services you provide or receive through it. Tally does not provide tax advice. You should consult a qualified tax professional regarding your obligations.

10.4 Payment Disputes

If you believe a payment was processed in error, you must contact Tally at support@tallyre.app within thirty (30) days of the charge. Tally will review the dispute and respond within a reasonable timeframe. Initiating a chargeback or payment reversal with your bank or card issuer without first contacting Tally may result in account suspension.

11. SUBSCRIPTIONS AND AUTO-RENEWAL

11.1 Subscription Plans

Tally offers subscription plans with varying features and pricing tiers. The specific features, limitations, and pricing of each tier are described on the Platform's pricing page and may be updated from time to time.

11.2 Free Trials

If you sign up for a free trial, you will have access to the specified tier's features for the trial period. Unless you cancel before the trial period ends, your subscription will automatically convert to a paid subscription at the then-current rate. You will be notified at least three (3) days before your trial converts to a paid subscription.

11.3 Auto-Renewal and Billing Disclosure

YOUR SUBSCRIPTION WILL AUTOMATICALLY RENEW at the end of each billing cycle (monthly or annual, as selected) at the then-current subscription rate, unless you cancel before the renewal date.

Before you subscribe, we will clearly disclose:

(a) The subscription price and billing frequency;

(b) The date of the first charge and the renewal date;

(d) How to cancel your subscription.

A confirmation email with all of the above information will be sent upon subscription activation.

11.4 Cancellation

You may cancel your subscription at any time through your account settings on the Platform. Cancellation will take effect at the end of the current billing period. You will not be charged for subsequent billing periods after cancellation.

We will not make cancellation unreasonably difficult. You may cancel through the same method (online) by which you subscribed.

11.5 Refunds for Subscriptions

Subscription fees are generally non-refundable. If you cancel a subscription partway through a billing period, you will retain access to subscription features through the end of that billing period but will not receive a prorated refund unless required by applicable law.

11.6 Price Changes

Tally may change subscription prices with at least thirty (30) days' advance notice. Price changes will take effect at the start of your next billing cycle following the notice period. Your continued use of the Platform after a price change constitutes acceptance of the new price.

12. INTELLECTUAL PROPERTY

12.1 Tally's Intellectual Property

The Platform, including but not limited to its software, source code, object code, user interface, design, layout, graphics, algorithms, data structures, APIs, documentation, trade secrets, and all related intellectual property, is the exclusive property of Insynq LLC and is protected by United States copyright, trade secret, patent, and trademark laws, as well as international intellectual property treaties.

12.2 Limited License to Users

Subject to your compliance with these Terms, Tally grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Platform solely for its intended purpose. This license does not include the right to:

(a) Copy, modify, adapt, translate, or create derivative works of the Platform or any part thereof;

(b) Reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, underlying algorithms, or data structures of the Platform;

(d) Use the Platform or knowledge gained from the Platform to build, develop, market, or operate a competing product or service;

(e) Remove, alter, or obscure any copyright, trademark, or other proprietary rights notices displayed on or within the Platform;

(f) Access or use the Platform in any manner that could disable, overburden, damage, or impair the Platform or interfere with any other User's use.

12.3 Trade Secrets

You acknowledge that the Platform contains trade secrets and confidential proprietary information of Insynq LLC, including but not limited to business processes, pricing models, matching algorithms, and operational workflows. You agree to maintain the confidentiality of such information and not to disclose it to any third party.

12.4 Feedback

If you provide Tally with suggestions, ideas, feedback, or recommendations regarding the Platform ("Feedback"), you grant Tally a perpetual, irrevocable, worldwide, royalty-free license to use, modify, and incorporate such Feedback without obligation or compensation to you.

12.5 Trademarks

"Tally," the Tally logo, and all related names, logos, product and service names, designs, and slogans are trademarks of Insynq LLC. You may not use such marks without our prior written permission. All other names, logos, product and service names, designs, and slogans on the Platform are the trademarks of their respective owners.

13. USER CONTENT

13.1 Ownership

You retain all ownership rights in User Content you submit to the Platform.

13.2 License Grant

By submitting User Content, you grant Tally a non-exclusive, worldwide, royalty-free, sublicensable, transferable license to use, reproduce, modify, display, distribute, and create derivative works of your User Content in connection with operating, improving, and promoting the Platform. This license survives termination of your account to the extent necessary for Tally to continue operating the Platform (e.g., displaying completed order history, reviews, or portfolio items).

13.3 Content Representations

You represent and warrant that:

(a) You own or have the necessary rights, licenses, and permissions to submit your User Content;

(b) Your User Content does not infringe, misappropriate, or violate any third party's intellectual property, privacy, publicity, or other rights;

(d) Your User Content does not contain unlawful, defamatory, obscene, or otherwise objectionable material.

13.4 Content Removal

Tally reserves the right to remove or disable access to any User Content that Tally believes, in its sole discretion, violates these Terms, applicable law, or is otherwise objectionable. Tally is not obligated to monitor User Content but reserves the right to do so.

14. PRIVACY AND DATA PROTECTION

14.1 Privacy Policy

Our collection, use, and sharing of personal information is governed by our Privacy Policy, which is incorporated into these Terms by reference. By using the Platform, you consent to the practices described in the Privacy Policy.

14.2 Sensitive Information

You acknowledge that the Platform processes sensitive information, including:

(a) Property access codes (lockbox codes);

(b) Client and property owner contact information;

(d) Payment and financial information;

(e) Communication records between Users.

You agree to handle any sensitive information you access through the Platform in accordance with these Terms, our Privacy Policy, and all applicable privacy laws.

14.3 State Privacy Law Compliance

Tally complies with applicable state privacy laws, including the Colorado Privacy Act (CPA), the California Consumer Privacy Act (CCPA/CPRA), and other state privacy legislation in effect in the states where we operate. Your rights under these laws are described in our Privacy Policy.

14.4 Data Security

Tally implements reasonable administrative, technical, and physical security measures to protect User data. However, no method of electronic transmission or storage is 100% secure, and Tally cannot guarantee absolute security.

14.5 Communications Consent

By creating an account, you expressly consent to receive communications from Tally via email, SMS/text message, push notification, phone call, and in-app messaging for transactional, customer service, and platform update purposes, as described in our Privacy Policy (Section 13).

(a) Transactional and customer service communications are necessary for the operation of the Platform and cannot be opted out of while you maintain an active account.

(b) Marketing communications require your separate opt-in consent and you may opt out at any time.

(d) Standard message and data rates may apply to SMS/text communications.

(e) You may revoke your consent to receive non-essential communications at any time through your account settings, by replying STOP to any text message, or by contacting us at support@tallyre.app.

(f) If you receive an invitation email from an Agent to join the Platform as a Vendor, this is a one-time referral communication, not a subscription. You will not receive further emails from us unless you create an account. If the same or additional Agents invite you, you may receive follow-up referral emails. You may contact us at support@tallyre.app to request that your email address be removed from our invitation records.

Full details regarding communication methods, frequency, and your rights under the Telephone Consumer Protection Act (TCPA) and CAN-SPAM Act are provided in our Privacy Policy.

14.6 Third-Party Services and Integrations

The Platform integrates with the following third-party services. By using these features, you agree to the applicable third-party terms:

(a) Google Services. The Platform uses Google services for authentication (Google OAuth), address autocomplete (Google Maps Platform), and optionally for calendar availability and appointment tracking (Google Calendar API) for both Vendors and Agents.

Your use of Google sign-in is subject to the Google Terms of Service.
Your use of address search features is subject to the Google Maps Platform Terms of Service, including the requirement that you do not use address data to build a competing mapping product.
If you connect your Google Calendar, you authorize Tally to: (1) create a secondary calendar called "Tally Orders" on your Google account, (2) create, update, and delete events on that calendar corresponding to your scheduled service appointments, and (3) read free/busy time blocks across your calendars to prevent scheduling conflicts. Tally does not read, modify, or delete events on your personal calendars. OAuth tokens are encrypted at rest. You may disconnect your calendar at any time through Calendar Settings, which deletes all stored tokens and availability data. Your "Tally Orders" calendar and events remain on your Google account. Tally's use of Google Calendar data complies with the Google API Services User Data Policy, including the Limited Use requirements.

(b) Stripe. Payment processing is subject to the Stripe Terms of Service and Stripe Connected Account Agreement (for Vendors), as described in Sections 7.3, 8.4, and 10.

(c) Resend. Email delivery is handled by Resend, subject to Resend's terms of service.

(d) Meta Platforms (Facebook/Instagram). We use Meta advertising tools (Meta Pixel, Conversions API) for advertising and retargeting purposes. When you visit the Platform, certain browsing data and hashed identifiers may be shared with Meta as described in our Privacy Policy (Section 5.7). You may opt out of targeted advertising through the controls described in our Privacy Policy. Meta's Data Policy governs its use of data it receives.

(e) Google (Analytics and Advertising). We use Google Analytics (GA4) to understand how visitors interact with tallyre.app and tallyre.info. We use Google Ads to display advertisements on Google Search, the Google Display Network, and YouTube, and to retarget users who have previously visited the Platform. GA4 and Google Ads may set cookies on your device. You may opt out of Google Analytics via the Google Analytics Opt-Out Browser Add-on and opt out of Google Ads personalization via Google Ad Settings. Your use of the Platform with Google services enabled is subject to Google's Terms of Service and Privacy Policy.

(f) LinkedIn (Advertising). We use the LinkedIn Insight Tag to display advertisements on LinkedIn and measure ad effectiveness. LinkedIn may set cookies on your device. You may opt out via LinkedIn Ad Preferences. Your use is subject to LinkedIn's Privacy Policy.

(g) Reddit (Advertising). We use the Reddit Pixel to display advertisements on Reddit and measure ad effectiveness. Reddit may set cookies on your device. You may opt out via Reddit Privacy Settings. Your use is subject to Reddit's Privacy Policy.

(h) Vercel (Hosting and Analytics). The marketing website (tallyre.info) is hosted by Vercel and uses Vercel Analytics (cookieless, privacy-focused page view analytics) and Vercel Speed Insights (Web Vitals performance monitoring). No personal data or cookies are used by these services.

Tally is not responsible for the availability, performance, or practices of any third-party service. If a third-party service becomes unavailable or changes its terms, Tally may modify or discontinue the affected Platform features with reasonable notice to Users.

15. DISCLAIMER OF WARRANTIES

THE PLATFORM IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TALLY DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO:

(a) IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT;

(b) WARRANTIES THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS;

(c) WARRANTIES REGARDING THE ACCURACY, RELIABILITY, OR COMPLETENESS OF ANY CONTENT, INFORMATION, OR RESULTS OBTAINED THROUGH THE PLATFORM;

(d) WARRANTIES REGARDING THE QUALITY, SAFETY, OR LEGALITY OF ANY SERVICES PERFORMED BY VENDORS;

(e) WARRANTIES REGARDING THE ACCURACY OF ANY USER-PROVIDED INFORMATION, INCLUDING PROPERTY DETAILS, LICENSING STATUS, OR INSURANCE COVERAGE.

TALLY DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY SERVICE ADVERTISED OR OFFERED BY A VENDOR THROUGH THE PLATFORM.

16. LIMITATION OF LIABILITY

16.1 Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL TALLY'S TOTAL AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS, THE PLATFORM, OR ANY SERVICES BOOKED THROUGH THE PLATFORM EXCEED THE GREATER OF:

(A) THE TOTAL FEES PAID BY YOU TO TALLY DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR

(B) ONE HUNDRED DOLLARS ($100.00 USD).

16.2 Exclusion of Damages

IN NO EVENT SHALL TALLY, ITS OFFICERS, DIRECTORS, MEMBERS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY:

(a) INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES;

(b) LOSS OF PROFITS, REVENUE, GOODWILL, OR DATA;

(d) UNAUTHORIZED ACCESS TO OR USE OF LOCKBOX CODES OR PROPERTY ACCESS INFORMATION;

(e) LOSS OR DAMAGE ARISING FROM YOUR RELIANCE ON ANY INFORMATION OBTAINED THROUGH THE PLATFORM;

(f) INTERRUPTION OR CESSATION OF THE PLATFORM;

WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT TALLY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

16.3 Exceptions

Nothing in this Section 16 shall limit liability for: (a) Tally's gross negligence or willful misconduct; (b) fraud or intentional misrepresentation by Tally; (c) Tally's obligations under the indemnification provisions of Section 17; or (d) any liability that cannot be excluded or limited under applicable law.

16.4 Basis of the Bargain

You acknowledge that Tally has set its fees and entered into these Terms in reliance upon the limitations of liability and disclaimers of warranties set forth herein, and that the same form an essential basis of the bargain between the parties.

17. INDEMNIFICATION

17.1 Agent Indemnification

If you are an Agent, you agree to release, defend, indemnify, and hold harmless Tally, Insynq LLC, and their respective officers, directors, members, employees, and agents ("Tally Parties") from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees and court costs) arising out of or relating to:

(a) Your violation of these Terms;

(b) Inaccurate, incomplete, or misleading property listings, client information, or other data you provide through the Platform;

(d) Claims from Vendors regarding unpaid services arranged outside the Platform's payment system;

(e) Your violation of any applicable real estate law, regulation, NAR policy, or state real estate commission rule;

(f) Intellectual property infringement via content you upload (photos, listing descriptions, marketing materials);

(g) Your interactions with Vendors, property owners, clients, or other third parties in connection with the Platform.

17.2 Vendor Indemnification

If you are a Vendor, you agree to release, defend, indemnify, and hold harmless the Tally Parties from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees and court costs) arising out of or relating to:

(a) Your violation of these Terms;

(b) Your performance or non-performance of services booked through the Platform;

(c) Property damage, theft, personal injury, or other harm occurring during your access to any property in connection with a service order;

(d) Claims from Agents, property owners, or other parties regarding your conduct, work quality, or professionalism;

(e) Failure to maintain required insurance, licenses, or certifications;

(f) Misuse, unauthorized sharing, or unauthorized retention of lockbox codes or property access information;

(g) Your tax obligations, including any claim by a governmental authority that you are misclassified as an independent contractor;

(h) Your interactions with Agents, property owners, or other third parties in connection with the Platform.

17.3 General Indemnification (All Users)

All Users agree to release, defend, indemnify, and hold harmless the Tally Parties from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:

(a) Your breach of any representation, warranty, or obligation under these Terms;

(b) Your violation of any applicable law, rule, or regulation;

(c) Your infringement or misappropriation of any third party's intellectual property, privacy, publicity, or other rights;

(d) Your User Content;

(e) Any dispute between you and another User of the Platform.

17.4 Waiver of Unknown Claims

TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOU HEREBY WAIVE THE PROTECTIONS OF ANY LAW THAT LIMITS THE SCOPE OF A GENERAL RELEASE TO ONLY THOSE CLAIMS KNOWN OR SUSPECTED AT THE TIME OF SIGNING, INCLUDING BUT NOT LIMITED TO CALIFORNIA CIVIL CODE SECTION 1542 AND COLORADO REVISED STATUTES SECTION 13-50-102.

California Civil Code Section 1542 provides: "A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party."

You expressly waive and relinquish all rights and benefits under Section 1542 and any similar law of any other jurisdiction.

18. DISPUTE RESOLUTION AND ARBITRATION

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY TRIAL.

18.1 Informal Resolution

Before initiating any formal dispute resolution proceeding, you agree to first contact Tally at support@tallyre.app and attempt to resolve the dispute informally for at least sixty (60) days. Most disputes can be resolved without the time and expense of formal proceedings.

18.2 Binding Arbitration

If a dispute cannot be resolved informally, you and Tally agree that any dispute, claim, or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation, or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be resolved by binding individual arbitration administered by JAMS under its Streamlined Arbitration Rules and Procedures, or if the claim exceeds $250,000, under its Comprehensive Arbitration Rules and Procedures.

(a) Location: Arbitration shall take place in Denver, Colorado, or at another mutually agreed-upon location. For claims under $10,000, either party may elect telephonic or video arbitration.

(b) Governing Rules: The arbitrator shall apply Colorado substantive law consistent with the Federal Arbitration Act (9 U.S.C. §§ 1-16).

(c) Arbitrator Authority: The arbitrator shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, or formation of this arbitration agreement, including any claim that all or any part of this agreement is void or voidable.

(d) Award: The arbitrator's decision shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction.

18.3 Class Action Waiver

YOU AND TALLY AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ACTION. Unless both you and Tally agree otherwise, the arbitrator may not consolidate or join more than one person's claims and may not otherwise preside over any form of consolidated, representative, or class proceeding.

18.4 Opt-Out Right

You have the right to opt out of this arbitration provision by sending written notice of your decision to opt out to support@tallyre.app within thirty (30) days of first accepting these Terms. If you opt out, you and Tally will retain the right to litigate disputes in court. Opting out of arbitration does not affect any other provision of these Terms.

18.5 Exceptions to Arbitration

Notwithstanding the foregoing, either party may:

(a) Bring an individual action in small claims court if the claim qualifies;

(b) Seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of intellectual property rights;

18.6 Survival

This arbitration provision shall survive termination of these Terms and your use of the Platform.

19. TERMINATION

19.1 Termination by You

You may terminate your account at any time by contacting Tally at support@tallyre.app. Self-service account termination through your account settings may be available in the future. Upon termination:

(a) Your license to use the Platform will immediately cease;

(b) Active subscriptions will not be renewed, but you will retain access through the end of the current billing period;

(d) Vendors will receive payouts for completed services in accordance with the standard payout schedule.

19.2 Termination by Tally

Tally may suspend or terminate your account at any time, with or without cause, and with or without notice. Grounds for termination include, but are not limited to:

(a) Violation of these Terms, including the Acceptable Use Policy;

(b) Fraudulent, abusive, or illegal activity;

(d) Material breach of the lockbox code provisions in Section 9;

(e) Extended period of account inactivity;

(f) At Tally's discretion, for any reason or no reason, upon reasonable notice.

19.3 Effect of Termination

Upon termination:

(a) Sections 12 (Intellectual Property), 15 (Disclaimer), 16 (Limitation of Liability), 17 (Indemnification), 18 (Arbitration), and 20 (General Provisions) shall survive;

(b) Tally may retain your data as required by law or for legitimate business purposes, as described in the Privacy Policy;

(d) Tally is not liable for any loss of data, User Content, or access resulting from account termination.

20. GENERAL PROVISIONS

20.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Colorado, without regard to its conflict of law provisions. The Federal Arbitration Act governs the interpretation and enforcement of Section 18.

20.2 Entire Agreement

These Terms, together with the Privacy Policy and all policies and agreements incorporated by reference, constitute the entire agreement between you and Tally regarding your use of the Platform and supersede all prior agreements, representations, and understandings.

20.3 Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving its original intent.

20.4 Waiver

The failure of Tally to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. Any waiver must be in writing and signed by an authorized representative of Tally.

20.5 Assignment

You may not assign or transfer these Terms or your rights or obligations hereunder without the prior written consent of Tally. Tally may assign these Terms without restriction, including in connection with a merger, acquisition, sale of assets, or by operation of law.

20.6 Force Majeure

Tally shall not be liable for any failure or delay in performance due to causes beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemic, war, terrorism, riots, government actions, power failures, internet or telecommunications failures, or third-party service outages.

20.7 Notices

Tally may provide notice to you by email to the address associated with your account, by posting notice on the Platform, or by other reasonable means. You may provide notice to Tally at:

Insynq LLC support@tallyre.app

20.8 Modifications to Terms

Tally reserves the right to modify these Terms at any time. Material changes will be communicated to you by email and/or prominent notice on the Platform at least thirty (30) days before the changes take effect.

Your continued use of the Platform after the effective date of modified Terms constitutes your acceptance of the modified Terms. If you do not agree to the modified Terms, you must stop using the Platform and terminate your account.

For material changes, you will be required to affirmatively re-accept the updated Terms by checking a consent checkbox upon your next login.

20.9 Electronic Communications

By creating an account, you consent to receive electronic communications from Tally (e.g., by email, SMS/text message, push notification, phone call, or Platform messages) as described in Section 14.5 and our Privacy Policy. You agree that all agreements, notices, disclosures, and other communications we provide electronically satisfy any legal requirement that such communications be in writing.

20.10 Headings

The headings in these Terms are for convenience only and do not affect the interpretation of these Terms.

20.11 No Third-Party Beneficiaries

These Terms do not create any third-party beneficiary rights, except that Stripe, Inc. is an intended third-party beneficiary of Section 8.4 (Vendor Payments), Section 10.1 (Payment Processing), and Section 18 (Arbitration) of these Terms. Google LLC is an intended third-party beneficiary of Section 14.5 (Third-Party Services and Integrations) to the extent required by Google's terms of service.

CONTACT INFORMATION

If you have questions about these Terms, please contact us at: