Terms and Conditions for Confluence Program in US

SKUs Details, Place of Purchase and Activation of License:

The SKUs are offered under Confluence Program for subscription are TallyPrime Silver North America Confluence and TallyPrime Gold North America Confluence
This license for “TallyPrime” can be accessed and procured only by practicing Certified Public Accountant in United States of America or Canada holding valid and active license to practice as Certified Public Accountant (CPA).
The license will be activated and used only in USA & Canada.

Definitions

Company: Tally Solutions Private Limited, a company incorporated in the Republic of India.
Customer, User, You, your: shall mean any practicing Certified Public Accountant in United States of America or Canada holding valid and active license to practice as Certified Public Accountant (CPA) applying /enrolling into the Confluence Program or entered into the commercial transaction for the same with Tally and whose data is being collected.
Tally Partners or Suppliers: shall mean businesses who are authorized to sell Tally Products and Services
Personal Data, Data refers to all the personal non anonymized data provided by the Customer including contact details, CPA license number, copies of CPA license, email ids, etc.
Software: Each product available consists of an ACTIVATION KEY and one or more COMPONENTS (executables, documentation files, help files, language support dictionaries, data conversion and management utilities, edition management utilities, installers, scripts and or other binaries/ files).
Extension: Extending and/ or enhancing and/ or modifying the working of the software is called extension. Extensions are allowed exclusively through the use of APIs (Application Programming Interface) published by the company for the purpose of extending and/ or enhancing and/ or modifying the interface and/ or data handling capability and/ or operational processes. The terms customization, extension, add-on, module, and other similar terms may be used to denote the extensions made to the interface and/ or data handling capability of the software.
Documentation: It means user manuals, training materials, Product descriptions and specifications, technical manuals, license agreements, supporting materials and other information relating to Products or Services offered by Tally, whether distributed in print, electronic, CD-ROM or video format.

Scope

These Terms of Use set forth the terms and conditions for practicing CPA’s Purchase / Subscription and use of Products and Services under Confluence Program.

Proper & Agreed Use

Tally’s products and services may be used according to these terms, and you agree not to:

Use the Software for any purpose other than use in your professional services .
Resell or make available to any third party,.
Alter, modify, translate, decompile, disassemble, or reverse-engineer the Software or create any derivative work based upon the Software.
Remove or obscure any copyright or trademark notices from the Software.
Use the Software more than the limitations set forth in this agreement, or the number of users or computers authorized by the activation key.

Term & Termination

These Terms of Use shall commence on the date when the software is activated and shall continue throughout the period of subscription , or until terminated. Upon termination, all copies of software and related documentation shall be destroyed. Other provisions such as Disclaimers, limitation of liability, remedies, shall survive termination.
If a party breach any of the provisions of these Terms of Use, the non-breaching party may terminate these Terms of Use as follows: (i) immediately upon providing written notice to the breaching party if the breach is not capable of being cured, and (ii) thirty (30) days after providing written notice to the breaching party if the breaching party fails to cure such breach within such thirty (30) day period.

Prices

CPA will be eligible for a subscription of 15-day trial post validation and enrolment to the program.
The Special Prices for the program offered are:

Special Price for Confluence Members (USD)
TallyPrime Gold North America Confluence Subscription	12 months	USD 270
TallyPrime Silver North America Confluence Subscription	12 months	USD 126

Post successful receipt of payment, the 15-day trial subscription will be converted to a 12-month subscription.
The validity of the subscription will be for 12 months from the date of receipt of payment.
The billing name should be the same as mentioned in the CPA license.
The Subscription’s invoice will be raised by Tally Solutions Private Limited (Tally) from India in US Dollars.
CPA’s who are enrolled in the Confluence program are also eligible to procure an addon subscription valid for 12 months at a special offer price i.e.

The pricing & discounts (Subscription & Renewal) are for a limited period and are subject to change.
All prices are exclusive of any freight, handling and shipping insurance charges, taxes, fees and duties or other similar amounts. Customer shall pay any taxes related to Products or Services, provided pursuant to these Terms of Use or shall present an exemption certificate acceptable to all relevant taxing authorities. Applicable taxes shall, to the extent practical, be billed as a separate item on the invoice.

PAYMENT

The software license shall be activated on provisional basis in trial period after applying to the program and the same shall be converted to the 12 months subscription once payment is made by customer. However, due to the technical glitch if the amount is deducted from your bank account and you do not receive the activation key, the same shall be reversed within due course of time and the Customer may initiate a new transaction. If the same is not reversed, then, please contact your respective bank or you may contact our customer care centre also and we would be happy to help you out. However, this would not be applicable for customers availing the product on payment via easy monthly instalments. There are various other means of payments in flexible way and transaction charges also shall be applicable. Taxes shall be applicable extra as prescribed by the state laws.

General

This Agreement shall be governed by and construed in accordance with the laws of the India

Delivery, Cancellation & Refund Policy

The software license shall be activated & delivered on provisional basis in trial period after applying to the program and the same shall be converted to the 12 months subscription once payment is made by customer. We suggest you save the invoice you received in your mailbox.
Products/Services once ordered cannot be cancelled except when the purchase/subscription made, does not meet customer needs and specifications. The Customer shall then initiate the return process. However, Tally may at its sole discretion consider accepting return of a product/service and grant of part or full refund, depending on the circumstances of each case.

Limited Warranty

Tally warrants the software for a period of 90 (ninety) days from the date of purchase/Subscription. Any other implied warranties on the software is also limited to 90 (ninety) days. This limited warranty is only applicable to software which has not been extended in any manner. This limited warranty is void unless the purchase/subscription of the software is from a supplier authorised to supply the software in the geographical territory of the customer or from the company.
Tally and all its suppliers disclaim all other warranties, whether expressed or implied, including but not limited to, implied warranties of merchantability and fitness for a particular purpose, with regard to the software and the accompanying written materials.

Customer Remedies

Tally and its suppliers’ entire liability and your exclusive remedy shall be at the option of Tally, either (a) return of the price paid on giving the proof of having removed the software, from all computers where it was loaded, or (b) repair or replacement of the software, that does not meet limited warranty of the company, and which is returned to the supplier with a copy of the proof of purchase/subscription.

The limited warranty is void if the failure of the software has been caused by – virus, any other software or process on the computer of the customer, improper use, accident, theft, abuse, or misapplication of the software. Any replaced software will be warranted for the remainder of the original warranty period or 30 (thirty) days whichever is longer.

Limitation of Liability

In no event shall Tally be liable for any special, incidental, punitive, indirect or consequential damages whatsoever (including but not limited to damages for loss of profits, loss of confidential or other information, for business interruption, for personal injury, for loss of privacy, for failure to meet any duty including of good faith or of reasonable care, negligence, and any other pecuniary or other loss whatever) arising out of or in any way related to the use of or inability to use the software, or failure to provide support or other services, information and related content through the software, or otherwise arising out of the use of the software, even if the company has been advised of the possibility of such damages.

Disclaimer

Other than the express, limited warranties set forth above, tally expressly disclaim to the fullest extent permitted by law all other representations, warranties, conditions, and guarantees, of any kind or nature whatsoever, whether express, implied, and statutory, including but not limited to any warranties, conditions, or guarantees (i) of merchantability, (ii) of fitness for a particular purpose, (iii) of non-infringement of proprietary or intellectual property rights of any third party, and (iv) arising from custom or trade usage or by any course of dealing or course of performance. You understand and agree that: (1) the utility of a business management computer program decreases as technology evolves and the business environment changes, (2) you are free to decide, and are responsible for deciding, when to upgrade your software, and (3) tally disclaims any responsibility to deliver later-released software or otherwise render any customer support services unless included in a service plan that you have paid for in full.

Changes & Modification

We reserve the right to modify this Agreement, in our sole discretion, at any time. Such modifications may be posted through the Services, on our website for the Services or when we notify you by other means. The Changes shall be periodically intimated to you and your continued use of the Services indicates your agreement to the modifications.

Disputes & Jurisdiction

In the event of dispute whatsoever arising between the parties in any way connected with the interpretation or implementation of any term of this document, or in any way connected with the use or inability to use the software, the same shall be referred to the sole arbitration or a person to be appointed by Tally, and the decision of the arbitrator will be final and binding on all parties. The arbitration proceedings shall always be held in the Republic of India. All disputes whatsoever that may arise shall be governed and construed in accordance with the laws prevailing in the Republic of India.

By entering into this agreement and agreeing to arbitration, you agree that you and Tally are each waiving the right to file a lawsuit and the right to a trial by jury. In addition, you agree to waive the right to participate in a class action or litigate on a class-wide basis. you agree that you have expressly and knowingly waived these rights.

Entire Agreement and Severability

These Terms of Use represents the complete and exclusive understanding between You and Tally regarding Your purchase/subscription under Confluence Program and use of the Software, and supersedes any prior purchase order, confirmation, advertising, representation, or other communication. If any provision of these Terms of Use is found to be void, invalid, or unenforceable, it shall be severed from and shall not affect the remainder of these Terms of Use, which shall remain valid and enforceable.