Tallyvant Terms of Use

“Account” means the Customer’s dedicated tenant workspace on the Service, including all Users invited to access it.

“Customer Data” means all data, files, spreadsheets, and records that Customer or its Users submit or upload to the Service, including carrier invoices, enrollment records, and payroll deduction registers, together with all raw output derived directly from them.

“Documentation” means the technical and operational user guides, specifications, and help materials made generally available by us describing the Service’s functionality.

“Findings” means the financial reconciliation results, discrepancy reports, variance flags, mathematical exceptions, and supporting evidentiary comparisons generated by the Service from Customer Data.

“Order” means an order form, pilot agreement, statement of work, or other written commercial document executed by authorized representatives of both parties that incorporates or references these Terms.

“PHI” means Protected Health Information as defined at 45 C.F.R. § 160.103 under the Health Insurance Portability and Accountability Act of 1996 and its implementing regulations (“HIPAA”).

“Service” means the Tallyvant software-as-a-service platform, its APIs, interfaces, rule engines, Documentation, and any support or maintenance provided by us.

“User” means an individual employee, contractor, or authorized representative of Customer whom Customer permits to access and use the Account.

2.1 Acceptance. You accept and agree to be bound by these Terms by ticking the acceptance checkbox during sign-up, by executing an Order that references these Terms, or by accessing or using the Service, whichever occurs first. If you do not accept these Terms, do not access or use the Service.

2.2 Authority. The individual accepting these Terms represents and warrants that they are at least 18 years of age and possess full legal authority to bind the organization identified during account registration. If no such authority exists, that individual accepts these Terms in their personal capacity and is personally liable for all obligations hereunder.

2.3 Intermediaries. A broker, consultant, benefits adviser, or third-party administrator accessing the Service on an employer’s behalf represents and warrants that it possesses express, written authority from that employer to create an Account and submit the employer’s data. The employer is the Customer and is bound by these Terms. The intermediary is jointly and severally liable for its own acts, omissions, and breaches of these Terms on the Account.

2.4 Precedence. If an executed Order directly conflicts with these Terms, the Order controls solely for that Customer and strictly as to the conflicting provision. Any purchase order, vendor portal term, invoice acknowledgment, or standard business form issued by Customer is hereby expressly rejected and has no legal effect, even if acknowledged or performed against by us.

3.1 Grant of Licence. Subject to these Terms and the payment of all applicable fees, we grant Customer a non-exclusive, non-transferable, non-sublicensable, limited right to access and use the Service during the applicable term for Customer’s internal business purposes only.

3.2 Operational Scope. The Service compares data files supplied by Customer and reports mathematical and administrative discrepancies. The Service does not submit claims or disputes to insurance carriers, transmit, collect, or hold employee or employer funds, administer group health plans, adjudicate insurance coverage, or execute payroll deductions or benefit changes. Every action taken in response to a Finding is Customer’s sole responsibility and decision.

3.3 Service Changes. We may modify, update, or discontinue features of the Service at any time. We will not materially degrade the core functionality of a paid Service during a prepaid subscription term without advance notice and, in the event of a material degradation, a pro-rata refund of prepaid fees for the remaining unused term.

3.4 Suspension. We may suspend Customer’s or any User’s access to the Service immediately without liability if we reasonably suspect: (a) a security threat to the Service or third parties; (b) unlawful use or breach of Section 5 (Acceptable Use); (c) non-payment of fees following notice; or (d) exposure of the Company to legal or regulatory liability. Access will be restored once the underlying issue is resolved to our reasonable satisfaction. Suspension does not relieve Customer of payment obligations.

4.1 Rights in Data. Customer represents, warrants, and covenants on each data submission that it holds all necessary legal rights, titles, authorities, permissions, disclosures, employee notices, plan-document provisions, and consents required to submit Customer Data to the Service and to permit the processing contemplated by these Terms, without violating any law, regulation, collective bargaining agreement, plan document, or third-party privacy right.

4.2 Verification Before Action. Findings are informational analysis derived solely from Customer-supplied files. Customer is exclusively responsible for independently verifying the accuracy and completeness of any Finding before taking action, and retains sole responsibility for all downstream disputes, carrier negotiations, payroll adjustments, employee communications, and plan asset allocations.

4.3 Account Credentials. Customer is responsible for all activity occurring under its Account, for managing User access rights, and for ensuring User compliance with these Terms. Customer must maintain the confidentiality of authentication credentials and immediately notify us at security@tallyvant.com upon discovering any unauthorized access or compromise.

4.4 Minimum Necessary Data. Customer must limit Customer Data submissions to the fields strictly required by the Service. Customer shall not upload payment card details (PCI-DSS data), national identity numbers beyond what is necessary for record matching, biometric data, or special categories of personal data under applicable privacy laws.

4.5 Statutory and Employment Compliance. Customer is solely responsible for complying with all applicable provisions of ERISA, HIPAA, state insurance laws, labor and employment regulations, and collective bargaining agreements, including any statutory obligations to notify or consult with employees, union representatives, or works councils prior to submitting data or modifying benefit deductions.

1. access or use the Service to design, build, train, benchmark, or market a competing product or service;
2. reverse engineer, decompile, disassemble, or attempt to derive the source code, rule engine logic, underlying algorithms, or data structures of the Service, except to the extent such restriction is prohibited by law;
3. probe, scan, or test the vulnerability of the Service, or circumvent or bypass any security controls or authentication measures, without our prior express written authorization;
4. use the Service to store, upload, or transmit malicious code, viruses, trojans, or infringing, defamatory, or unlawful materials;
5. submit data that Customer lacks the legal right to provide, or upload PHI except in strict accordance with Section 6.3;
6. exceed any usage limits or tier boundaries set forth in an Order, or share User credentials outside Customer’s organization;
7. remove, obscure, or alter any copyright, trademark, or proprietary rights notices contained in the Service or Documentation; or
8. use the Service in any manner that violates applicable law, damages our reputation, or interferes with the performance or availability of the Service for other customers.

6.1 Ownership. As between the parties, Customer retains all right, title, and interest (including all intellectual property rights) in and to Customer Data. Nothing in these Terms transfers ownership of Customer Data to us.

6.2 Licence to Company. Customer grants us a worldwide, non-exclusive, royalty-free, fully paid-up licence to host, copy, transmit, display, format, and process Customer Data solely to provide, maintain, secure, and support the Service, prevent technical or security issues, and exercise our rights under Section 8.3. We will not sell Customer Data or use it for marketing purposes.

6.3 Protected Health Information (PHI). Customer shall not upload or submit PHI to the Service unless a fully executed Business Associate Agreement (“BAA”) between Customer and the Company is then in force. Where a BAA is in force, its terms govern PHI handling and control over conflicting provisions in these Terms. Where no BAA is in force, Customer is strictly responsible for ensuring Customer Data contains no PHI, and the indemnity in Section 14 applies fully to any claim resulting from unauthorized PHI submission.

6.4 Information Security. We will maintain administrative, physical, and technical safeguards designed to protect Customer Data against unauthorized access, destruction, or disclosure, as set forth in our published security documentation. We make no representation that the Service holds specific regulatory certifications (such as SOC 2 or HIPAA compliance) except as expressly affirmed in a written agreement signed by an officer of the Company.

6.5 Deletion and Return. On termination or account closure, Customer may request an export of Customer Data within thirty (30) days. Following such thirty (30) day export window, we will permanently delete or de-identify Customer Data within sixty (60) days, except where retention is required by applicable law or where backup retention cycles require up to an additional thirty (30) days for complete overwrite.

7.1 Confidentiality Obligations. Each party (“Receiving Party”) will protect the Confidential Information of the other party (“Disclosing Party”) using the same standard of care it uses for its own confidential material of like nature, but no less than reasonable care. The Receiving Party will use Confidential Information solely to perform under these Terms and disclose it only to employees, contractors, and professional advisers who need to know it and are bound by confidentiality terms at least as protective as those herein. “Confidential Information” includes Customer Data, non-public features of the Service, pricing, terms of Orders, and software architecture.

7.2 Exclusions. Confidential Information does not include information that: (a) is or becomes publicly available without breach of these Terms; (b) was rightfully known to the Receiving Party prior to disclosure without restriction; (c) is independently developed by the Receiving Party without reference to or reliance upon Disclosing Party’s Confidential Information; or (d) is rightfully received from a third party without restriction.

7.3 Compelled Disclosure. The Receiving Party may disclose Confidential Information to the extent required by law, subpoena, or court order, provided it gives prompt written notice to the Disclosing Party (where legally permissible) to allow the Disclosing Party to seek a protective order.

7.4 Survival. Obligations under this Section 7 survive termination of these Terms for a period of three (3) years; provided that Customer Data and trade secrets shall remain confidential indefinitely.

8.1 Company Ownership. We and our licensors exclusively retain all right, title, and interest, including all patent, copyright, trade secret, trademark, and statutory rights, in and to the Service, Documentation, software, user interfaces, rule engines, algorithms, look-and-feel, and all modifications, enhancements, or derivative works thereof. No rights are granted to Customer except as expressly set forth in Section 3.1.

8.2 Feedback. If Customer or any User provides feedback, feature requests, recommendations, or ideas regarding the Service (“Feedback”), Customer assigns to us all right, title, and interest in and to such Feedback. We may freely use, commercialize, and exploit Feedback without restriction, attribution, fee, or accounting.

8.3 Aggregated and De-Identified Data. We may generate, derive, collect, and analyze anonymized, aggregated, and de-identified data from Customer Data and operational logs (“Aggregate Data”) to operate, evaluate, maintain, secure, and improve the Service, as well as to publish industry benchmarks. Aggregate Data must never identify Customer, any User, individual participant, carrier, or group plan, and we shall not attempt to re-identify such data. Where underlying data includes PHI, de-identification must satisfy the Safe Harbor or Expert Determination standards under 45 C.F.R. § 164.514(b), and any executed BAA controls over this provision.

8.4 Findings. Findings and supporting variance evidence generated by the Service belong exclusively to Customer and constitute Customer Data. Customer may use Findings for internal reconciliation, auditing, and commercial carrier disputes. We give no warranty or assurance that any carrier, auditor, court, or government regulator will accept Findings or grant financial remedies based upon them.

8.5 Publicity. Neither party may use the other party’s trademarks, logos, or brand names without prior written consent; provided that we may include Customer’s corporate name and logo in our published customer list unless Customer opts out by written notice to legal@tallyvant.com.

9.1 Pre-Production Status. Customer acknowledges that the Service may be offered in a pre-production, pilot, evaluation, or preview status, and may contain bugs, operational errors, feature gaps, and service disruptions.

9.2 Pilot Terms. Unless otherwise stipulated in an Order, pilot or evaluation access is provided free of charge, “AS IS”, with no warranties, service level agreements (SLAs), uptime guarantees, support commitments, or indemnities of any kind from the Company. Either party may suspend or terminate pilot access at any time, for any or no reason, immediately upon notice.

9.3 Liability Limit for Pilot Use. Notwithstanding Section 13.1, our aggregate total monetary liability arising out of or relating to free, trial, beta, or pilot use of the Service shall not exceed US $100.00.

9.4 Beta Features. We may mark specific features within a paid Service as “Beta,” “Preview,” or “Early Access.” Such features are governed by the disclaimers and liability caps of this Section 9, even when used within a paid Account.

10.1 Fees. Customer shall pay all subscription and usage fees specified in the applicable Order. If no Order exists and access is provided without charge, Section 9 applies.

10.2 Payment Terms. Invoiced amounts are due within thirty (30) days of the invoice date, payable in US Dollars unless specified otherwise. Past-due balances accrue interest at the rate of 1.5% per month or the maximum statutory rate permitted by law, whichever is lower, plus all reasonable collection expenses (including legal fees).

10.3 Taxes. Fees exclude all federal, state, provincial, local, or international sales, use, VAT, withholding, or consumption taxes. Customer is responsible for paying all taxes associated with its purchases, excluding taxes based on the Company’s net income.

10.4 Non-Refundable. Except as expressly provided in these Terms, all payment obligations are non-cancelable and all fees paid are non-refundable.

10.5 Billing Disputes. Customer must notify us in writing of any good-faith invoice dispute within thirty (30) days of invoice receipt. Undisputed invoice portions must be paid as scheduled.

10.6 Outcome-Independent Pricing. Fees are assessed strictly for software access and processing capacity. Fees are payable regardless of the volume, value, or presence of Findings, and regardless of whether Customer recovers, credits, or saves any funds. The Service does not charge contingent or percentage-of-recovery fees.

11.1 Term. These Terms commence on the date accepted by Customer and continue until all Orders have expired or been terminated, or until the Account is closed.

11.2 Termination for Convenience. For free or pilot Accounts, either party may terminate at any time upon notice. For paid Accounts, termination for convenience is governed strictly by the non-cancelation terms in the applicable Order.

11.3 Termination for Cause. Either party may terminate these Terms immediately upon written notice if the other party: (a) materially breaches these Terms and fails to cure such breach within thirty (30) days after receipt of written notice; or (b) materially breaches Section 5 (Acceptable Use), Section 6.3 (PHI), or Section 7 (Confidentiality), which breaches are agreed to be non-curable. We may also terminate immediately if changes in law or regulatory enforcement make continued operation illegal or commercially unfeasible.

11.4 Insolvency. Either party may terminate these Terms immediately if the other party becomes insolvent, makes a general assignment for the benefit of creditors, enters receivership, or becomes subject to bankruptcy proceedings that are not dismissed within sixty (60) days.

11.5 Effect of Termination. Upon termination: (a) all licences end and Customer must cease using the Service; (b) each party will return or destroy the other’s Confidential Information (subject to Section 6.5); and (c) all accrued fee liabilities become immediately due and payable.

11.6 Survival. Sections 1, 4.1, 4.2, 6.1, 6.3, 6.5, 7, 8, 10, 11.5, 11.6, 12, 13, 14, 15, 17, and 18 survive termination.

12.1 AS IS Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN AN EXECUTED ORDER, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE”. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE PRACTICE.

12.2 No Warranty of Accuracy. WE DO NOT WARRANT THAT THE SERVICE WILL IDENTIFY EVERY DISCREPANCY, THAT FINDINGS ARE ACCURATE, COMPLETE, OR ERROR-FREE, OR THAT SERVICE OPERATION WILL BE UNINTERRUPTED OR SECURE. OUTPUT IS DEPENDENT ENTIRELY ON THE ACCURACY AND TIMELINESS OF CUSTOMER-SUPPLIED RECORDS, WHICH WE NEITHER AUDIT NOR VERIFY.

12.3 Not Professional Advice. THE SERVICE AND FINDINGS ARE INFORMATIONAL TOOLS ONLY. THE COMPANY DOES NOT PROVIDE LEGAL, ACCOUNTING, TAX, ACTUARIAL, INSURANCE ADJUSTING, BENEFITS ADMINISTRATION, OR FINANCIAL ADVICE. NO FIDUCIARY, ADVISORY, OR AGENCY RELATIONSHIP IS CREATED BETWEEN US AND CUSTOMER, ITS GROUP HEALTH PLAN, BENEFICIARIES, OR EMPLOYEES. CUSTOMER MUST CONSULT LICENSED LEGAL AND ACTUARIAL COUNSEL BEFORE ACTING ON FINDINGS.

12.4 No Guarantee of Financial Recovery. WE DO NOT GUARANTEE THAT ANY AMOUNT IDENTIFIED IN A FINDING WILL BE RECOVERED, REPAID, CREDITED, OR REFUNDED BY CARRIERS OR INSURERS. FINDINGS ARE EVIDENTIARY COMPARISONS, NOT BINDING DETERMINATIONS OF DEBT OR ENTITLEMENT.

12.5 ERISA and Fiduciary Disclaimer. THE COMPANY IS NOT A FIDUCIARY UNDER ERISA § 3(21) OR ANY APPLICABLE LAW, NOT A PLAN ADMINISTRATOR, NOT A LICENSED THIRD-PARTY ADMINISTRATOR (TPA), NOT AN INSURANCE PRODUCER OR ADJUSTER, AND NOT A PAYROLL SYSTEM OF RECORD. WE EXERCISE NO DISCRETIONARY CONTROL OR AUTHORITY OVER ANY GROUP HEALTH PLAN, ITS ADMINISTRATION, OR ITS ASSETS. CUSTOMER AND ITS NAMED PLAN FIDUCIARIES RETAIN EXCLUSIVE RESPONSIBILITY FOR PLAN ASSET DISPOSITION, EMPLOYEE REIMBURSEMENTS, AND ERISA COMPLIANCE.

12.6 Third-Party Systems. WE ARE NOT RESPONSIBLE FOR THE ACCURACY, AVAILABILITY, ACTS, OR OMISSIONS OF THIRD-PARTY CARRIERS, HRIS PLATFORMS, BROKERS, PAYROLL PROVIDERS, OR CONNECTED INTEGRATIONS.

13.1 Liability Cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE TOTAL AGGREGATE LIABILITY OF THE COMPANY AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AND LICENSORS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, STATUTE, OR OTHERWISE, SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY CUSTOMER TO US FOR THE SERVICE IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY, OR US $100.00 WHERE NO FEES HAVE BEEN PAID.

13.2 Excluded Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, SAVINGS, DATA, GOODWILL, OR BUSINESS INTERRUPTION, REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

13.3 Unrecovered Amounts Excluded. FOR THE AVOIDANCE OF DOUBT, EXCLUDED DAMAGES UNDER SECTION 13.2 INCLUDE ANY UNRECOVERED OVERPAYMENTS, CARRIER SHORTFALLS, PENALTIES, TAX ASSESSMENTS, INTEREST, OR REQUIRED PLAN REIMBURSEMENTS THAT CUSTOMER INCURS OR FAILS TO RECOVER.

13.4 Statutory Exceptions. NOTHING IN SECTIONS 13.1 TO 13.3 EXCLUDES OR LIMITS LIABILITY FOR: (A) GROSS NEGLIGENCE, WILFUL MISCONDUCT, OR FRAUD; (B) DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE; (C) CUSTOMER’S PAYMENT OBLIGATIONS; (D) CUSTOMER’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 14; OR (E) ANY OTHER LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

13.5 Risk Allocation. THE PARTIES AGREE THAT THESE LIMITATIONS REPRESENT AN ESSENTIAL BARGAIN ALLOCATING RISK AND THAT FEES ARE SET IN RELIANCE UPON THESE LIMITATIONS.

13.6 Claim Limitation Period. EXCEPT FOR PAYMENT CLAIMS, NEITHER PARTY MAY BRING ANY LEGAL ACTION ARISING OUT OF THESE TERMS MORE THAN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES.

13.7 Jurisdictional Limits. Some jurisdictions do not allow the exclusion of certain warranties or the limitation of certain damages. Where that is so, the disclaimers in Section 12 and the limitations in this Section 13 apply to the maximum extent permitted by applicable law.

14.1 Customer Indemnity. Customer will defend, indemnify, and hold harmless the Company, its parent entity, affiliates, and their respective officers, directors, employees, contractors, agents, and licensors from and against any third-party claim, demand, suit, investigation, or legal proceeding, and all related damages, liabilities, losses, settlements, fines, penalties, and legal fees, arising out of or relating to:

1. Customer Data, including allegations that processing Customer Data infringes third-party IP, privacy rights, statutory duties, or labor agreements;
2. breach of Section 4.1 (Data Rights Warranty) or Section 6.3 (PHI Submission Without a BAA);
3. Customer’s or a User’s breach of Section 5 (Acceptable Use);
4. actions, omissions, payroll adjustments, carrier disputes, or plan asset deductions executed by Customer in reliance upon Findings;
5. claims brought by Customer’s employees, plan participants, union representatives, works councils, insurance carriers, brokers, or third-party administrators; or
6. Customer’s violation of ERISA, HIPAA, tax laws, or insurance regulations.

14.2 IP Infringement Indemnity by Company. If Customer is using a paid Service under an executed Order, we will defend Customer against third-party claims alleging that the core Service infringes a US patent or copyright, and pay final court-awarded damages or approved settlements. Our liability under this Section 14.2 is subject to the monetary cap in Section 13.1. Excluded are claims resulting from Customer Data, unauthorized modifications, combination with third-party software, or pilot or beta use. If an infringement claim occurs, we may procure the right to continue use, modify the Service to be non-infringing, or terminate the subscription and refund prepaid unused fees. THIS SECTION 14.2 STATES CUSTOMER’S SOLE REMEDY FOR IP INFRINGEMENT.

14.3 Indemnity Procedure. The indemnified party must give prompt written notice of the claim (delay excuses the indemnifier only to the extent prejudiced), grant the indemnifier sole control of the defense and settlement (provided no settlement admits liability without written consent), and provide reasonable cooperation at the indemnifier’s expense.

14.4 Uncapped Indemnity. Customer’s indemnification obligations under Section 14.1 are not subject to the monetary caps set forth in Section 13.

15.1 Export Control and Sanctions. Each party agrees to comply with US, Canadian, UK, EU, and Australian export controls and economic sanctions laws. Customer represents that it is not located in, organized under the laws of, or resident in any sanctioned jurisdiction (including without limitation Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk and Luhansk regions) and is not listed on any restricted-party lists maintained by the US government, OFAC, or international authorities.

15.2 Anti-Bribery. Neither party has offered, given, or solicited any illegal bribe, kickback, or improper payment in violation of the US Foreign Corrupt Practices Act (FCPA) or UK Bribery Act.

15.3 US Government Rights. The Service is “commercial computer software” and “commercial computer software documentation” under FAR 12.212 and DFARS 227.7202. US government end users acquire access strictly under the commercial terms herein.

16.1 Amendments. We may update or amend these Terms from time to time. For material amendments, we will provide at least thirty (30) days’ advance notice to Account administrators and post the updated Terms with a new effective date. Non-material changes take effect immediately upon posting.

16.2 Re-Acceptance. We may require Users to click to accept updated Terms upon sign-in following a material update. Continued use of the Service after the effective date constitutes full acceptance.

16.3 Right to Decline. If Customer rejects a material amendment, Customer’s sole remedy is to terminate the Account prior to the effective date and receive a pro-rata refund of prepaid unused subscription fees.

16.4 No Retroactive Changes. Amendments do not apply retroactively to any active legal dispute initiated prior to the effective date.

17.1 Governing Law. These Terms and all disputes arising out of or relating to them are governed by the internal laws of the State of Delaware, USA, without regard to conflict-of-laws principles or the UN Convention on Contracts for the International Sale of Goods (CISG).

17.2 Forum and Jurisdiction. Subject to Section 17.3, the parties submit to the exclusive jurisdiction of the state and federal courts located in New Castle County, Delaware, and waive all objections to venue or forum non conveniens.

17.3 Mandatory Informal Resolution. Before initiating formal legal proceedings, a party must send a written notice of dispute. The parties agree to negotiate in good faith for at least thirty (30) days to resolve the matter amicably.

17.4 JURY TRIAL WAIVER. EACH PARTY KNOWINGLY, VOLUNTARILY, AND IRREVOCABLY WAIVES ALL RIGHTS TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE.

17.5 CLASS ACTION WAIVER. EACH PARTY AGREES THAT DISPUTES MUST BE BROUGHT SOLELY ON AN INDIVIDUAL BASIS AND WAIVES ANY RIGHT TO BRING, JOIN, OR PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING.

17.6 Equitable Relief. Either party may seek immediate injunctive or equitable relief in any court of competent jurisdiction to protect its intellectual property rights or Confidential Information without posting bond or completing informal resolution.

18.1 Entire Agreement. These Terms, together with any executed Order, data processing addendum, and business associate agreement, constitute the entire agreement between the parties regarding the Service and supersede all prior discussions, proposals, and agreements. Customer confirms it has not relied on any representation outside these written documents.

18.2 Severability. If any provision of these Terms is held invalid or unenforceable, that provision will be modified to the minimum extent necessary to make it valid, and the remaining provisions will continue in full force.

18.3 No Waiver. Failure or delay to enforce any provision is not a waiver of future enforcement.

18.4 Assignment. Customer may not assign or transfer these Terms without our prior written consent, except to a corporate successor pursuant to a merger or sale of substantially all assets (provided the successor is not a direct competitor of the Company). We may freely assign these Terms. Any unauthorized assignment is void.

18.5 Subcontractors. We may engage third-party infrastructure providers, subprocessors, and contractors to perform the Service. We remain responsible for their compliance with these Terms.

18.6 Legal Notices. Legal notices to us must be delivered electronically to legal@tallyvant.com and by certified post to CPvL Enterprise, Inc., Attn: Legal Department, at the registered address published on request. Notices to Customer will be sent to the email addresses registered on the Account. Notice is effective upon confirmation of receipt or the next business day.

18.7 Force Majeure. Neither party is liable for failure or delay caused by events beyond its reasonable control, including acts of God, war, terrorism, civil disturbance, labor strikes, utility disruptions, severe weather, or failure of third-party public cloud networks. Payment obligations are excluded from force majeure relief.

18.8 Independent Contractors. The relationship between the parties is that of independent contractors. Nothing creates a partnership, joint venture, agency, franchise, or employment relationship.

18.9 No Third-Party Beneficiaries. Except for the indemnified parties under Section 14, these Terms create no third-party beneficiary rights for employees, plan participants, insurance carriers, or beneficiaries.

18.10 Electronic Acceptance and Counterparts. These Terms are accepted electronically under the US E-SIGN Act and comparable electronic signature statutes. Server-side registration logs recording the timestamp, IP address, user-agent, Terms version identifier, and content hash constitute prima facie evidence of execution, absent clear evidence to the contrary.