End User License Agreement (EULA)

1. Agreement scope

This End User License Agreement ("Agreement") governs your use of TallyClaw software, websites, and AI-powered bookkeeping services (collectively, the "Service") provided by TallyClaw ("we," "us," "our"). By accessing or using the Service, you agree to this Agreement.

2. Eligibility and account responsibilities

You represent that you have authority to bind your organization. You are responsible for account credentials, user access controls, and all activity under your account. You must provide accurate information and promptly update it.

3. License grant and restrictions

Subject to your compliance with this Agreement, we grant you a limited, non-exclusive, non-transferable, revocable license to use the Service for internal business bookkeeping and accounting workflows.

You may not:

• Reverse engineer, decompile, or attempt to extract source code except where prohibited by law.
• Resell, sublicense, or commercially exploit the Service for third-party hosting without written approval.
• Use the Service in violation of laws, regulations, or contractual obligations.
• Bypass security controls, rate limits, or usage policies.

4. AI-assisted outputs and human review

TallyClaw provides AI-assisted recommendations, automations, and done-for-you bookkeeping workflows with human operator oversight. You remain responsible for financial records, bookkeeping decisions, tax treatment, and regulatory compliance. You must review outputs before filing, reporting, or finalizing material entries.

5. Third-party services and integrations

The Service may integrate with third-party products, including QuickBooks Online and API endpoints such as api.tallyclaw.com. Your use of third-party services is governed by their terms and policies. We are not responsible for third-party downtime, API changes, or data policies.

6. Fees, trials, and payment

Paid service plans, onboarding packages, or feature access may be offered under separate ordering terms. Unless otherwise stated, fees are non-refundable except where required by law. Trial and beta features may be modified or discontinued at any time.

7. Confidentiality and data handling

Each party may receive non-public information from the other. You and TallyClaw agree to protect confidential information using reasonable safeguards and use it only for permitted purposes. Data handling practices are described in our Privacy Policy.

8. Availability, updates, and support

We may update, patch, or change features to improve security and functionality. We do not guarantee uninterrupted availability. We may impose limits to protect system stability and security.

9. Intellectual property

TallyClaw and its licensors retain all rights, title, and interest in the Service, including software, models, interfaces, documentation, and branding. Except for rights expressly granted, no rights are transferred to you.

10. Disclaimer of warranties

To the maximum extent permitted by law, the Service is provided "as is" and "as available" without warranties of any kind, express or implied, including merchantability, fitness for a particular purpose, and non-infringement.

11. Limitation of liability

To the maximum extent permitted by law, TallyClaw is not liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits, revenues, data, or goodwill. Our aggregate liability arising from the Service will not exceed amounts paid by you to us for the twelve months preceding the claim.

12. Indemnity

You agree to indemnify and hold harmless TallyClaw and its affiliates from claims arising out of your misuse of the Service, violation of this Agreement, or violation of applicable law.

13. Term and termination

This Agreement remains effective until terminated. We may suspend or terminate access for breach, legal risk, non-payment, or security concerns. Upon termination, your license ends and you must stop using the Service.

14. Governing law and disputes

This Agreement is governed by applicable U.S. law and the laws of the state identified in your order form, excluding conflict-of-law principles. Disputes will be resolved in competent courts in that jurisdiction unless otherwise agreed.

15. Changes to this Agreement

We may update this Agreement from time to time. Material updates will be posted with a revised effective date. Continued use after the effective date of updates constitutes acceptance.

16. Contact

For legal notices and Agreement questions, contact TallyClaw at legal@tallyclaw.com.