TokenTally

Terjemahan untuk kemudahan — jika ada perbedaan, versi bahasa Inggris yang berlaku. The English version below is the legally binding version.

TokenTally Terms of Use and Software License Agreement

*Version 1.1 — Effective 17 June 2026*

These Terms of Use and Software License Agreement ("Terms") form a binding agreement between TokenTally ("TokenTally", "we", "us") and the company or other legal entity that accesses the website, purchases a subscription, or downloads, installs, or uses the TokenTally software ("Customer", "you"). By checking the acceptance box, completing checkout, downloading, installing, or using the software, you confirm that you have read, understood, and agree to be bound by these Terms and by the Privacy Policy. If you do not agree, do not check the box, complete checkout, or download, install, or use the software.

If you accept on behalf of an organization, you represent that you are at least 18 years old and have authority to bind that organization, and "you" means that organization.

1. Definitions

2. Service model and division of roles

The Software is self-hosted: you run it on your own infrastructure. TokenTally does not host, access, receive, store, or process Customer Data. Customer Data remains within your Customer Installation and is never transmitted to TokenTally.

Accordingly, and to the maximum extent permitted by law:

You are solely responsible for the lawfulness, configuration, security, hosting, availability, retention, deletion, and integrity of your Customer Installation and all Customer Data.

3. License grant and restrictions

Subject to your continued compliance with these Terms and payment of applicable fees, TokenTally grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to install and use the Software for your own internal business purposes, within the limits of your subscription, for the subscription term.

You shall not, and shall not permit any third party to: (a) resell, rent, lease, distribute, host for third parties, or provide the Software as a commercial service; (b) reverse engineer, decompile, or disassemble the Software except to the extent this restriction is prohibited by applicable law; (c) circumvent, disable, or tamper with any license, security, metering, or access-control measures; (d) remove or alter any proprietary, copyright, or license notices; (e) use the Software in violation of any law or these Terms; or (f) exceed your licensed limits. All rights not expressly granted are reserved.

4. Customer responsibilities and Acceptable Use

You are solely responsible for how you deploy, configure, and use the Software. You agree that you will, at your sole cost and risk:

4.1 Lawful processing of personal data. You may use the Software in ways that involve processing personal data, including data relating to your workers. You are solely responsible for ensuring that any such processing is lawful in every applicable jurisdiction. This includes, without limitation: providing clear prior notice to data subjects; obtaining any required consent; performing data-protection and impact assessments where required; consulting and informing works councils, employee representatives, and trade unions where required; and honoring the principles of necessity, proportionality, transparency, and purpose limitation. You will not use the Software for covert surveillance, for unlawful discrimination or profiling, to make solely automated decisions producing legal or similarly significant effects on individuals without lawful safeguards, or in any way that infringes privacy, labor, employment, equality, consumer, or human-rights laws.

4.2 Compliance with laws. You will comply with all laws and regulations applicable to your use of the Software, including data-protection and privacy laws (such as the EU/UK GDPR, the EU AI Act, ePrivacy rules, the California Consumer Privacy Act/CPRA and other US state laws, PIPEDA, Morocco's Law 09-08, and equivalents), employment and worker-representation laws, sector and confidentiality rules, and intellectual-property laws.

4.3 Security and breach handling. Because TokenTally has no access to your Customer Installation, you are solely responsible for securing it (including credentials, access controls, configuration, network exposure, and backups) and for detecting, investigating, mitigating, and notifying any security incident or personal-data breach to the relevant authorities and individuals within applicable deadlines.

4.4 Third-party components and providers. The Software may be used with or alongside third-party or open-source software, components, models, and providers. You are responsible for obtaining, reviewing, and complying with the licenses and terms of all such items, including any usage, content, output-ownership, attribution, and acceptable-use restrictions. TokenTally grants you no rights in third-party items beyond passing through their respective licenses, and provides them "as is".

4.5 Export, sanctions, and anti-corruption. You represent that you and your authorized users are not subject to sanctions and are not located in an embargoed territory, and you will comply with all applicable export-control, sanctions, and anti-bribery laws (including US EAR/OFAC and EU equivalents). You will not export, re-export, or use the Software in violation of those laws.

4.6 Acceptable content. You will not use the Software to generate, process, or transmit unlawful, infringing, or harmful content, or to attempt to break, overload, or gain unauthorized access to any system.

5. Fees, billing, free trial, cancellation, and the checkout

Fees and plan terms are those shown for your selected plan. Unless stated otherwise, fees are exclusive of taxes, which you are responsible for. The checkout currently presented on the Site is a demonstration and does not process a real card payment; no real charge is made, and TokenTally does not retain card numbers. You must not enter third-party or stolen payment data. Where a live, PCI-DSS-compliant payment processor is connected, payment is handled by that processor under its own terms, and refunds (if any) follow the plan terms then in effect.

Each plan includes a free trial lasting one (1) month from activation unless a separate order form states otherwise. A valid payment method is required to start the trial. During the trial, no subscription fee is charged for the selected plan. Unless you cancel before the trial ends, you authorize TokenTally or its payment processor to automatically charge the payment method on file for the subscription amount of the plan selected at checkout, using the selected billing period. Enterprise or other custom plans are charged according to the commercial terms accepted for that plan.

You must use the trial period to evaluate the platform and signal any problems discovered during the trial, including defects, access issues, download issues, deployment blockers, billing issues, security concerns, or other platform problems. Trial issues should be reported before the trial ends by contacting contact@nelio-tech.com or by using the cancellation/support link made available in the installed admin platform.

You may request cancellation through the Cancel subscription link in the installed admin platform or by contacting contact@nelio-tech.com. Cancellation requests should identify the customer company and subscription contact. Cancellation stops future renewal or automatic post-trial billing after processing, but it does not remove your responsibility to decommission your Customer Installation and handle Customer Data lawfully.

6. Intellectual property

The Software, the Site, and all related materials, and all intellectual-property rights in them, are and remain owned by TokenTally and its licensors. These Terms grant a license, not a sale. Feedback you provide may be used by TokenTally without restriction or obligation.

7. Artificial-intelligence disclaimer

The Software may be used with artificial-intelligence models. AI outputs are probabilistic and may be inaccurate, incomplete, outdated, biased, or otherwise unsuitable. Outputs do not constitute legal, financial, medical, employment, or other professional advice. You are responsible for human oversight, review, and validation before relying on or acting on any output, and for ensuring that any high-risk or regulated use complies with applicable AI, safety, and sector laws. TokenTally does not warrant the correctness, legality, or fitness of any AI output and is not responsible for decisions you make based on it.

8. Warranties and disclaimer

THE SOFTWARE, THE SITE, AND ALL DELIVERABLES ARE PROVIDED "AS IS" AND "AS AVAILABLE", WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, OR UNINTERRUPTED OR ERROR-FREE OPERATION. TOKENTALLY DOES NOT WARRANT THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS, BE SECURE IN YOUR ENVIRONMENT, OR ACHIEVE ANY PARTICULAR RESULT. INSTALLATION AND OPERATION ARE AT YOUR OWN RISK, AND YOU ARE RESPONSIBLE FOR BACKUPS. Some jurisdictions do not allow the exclusion of certain warranties; in that case the exclusions apply to the maximum extent permitted.

9. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW: (a) TOKENTALLY WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS, OR FOR ANY CLAIM ARISING FROM YOUR USE OR CONFIGURATION OF THE SOFTWARE, YOUR DATA, OR YOUR INSTALLATION, EVEN IF ADVISED OF THE POSSIBILITY; AND (b) TOKENTALLY'S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS UNDER OR RELATING TO THESE TERMS, THE SOFTWARE, OR THE SITE WILL NOT EXCEED THE FEES YOU ACTUALLY PAID TO TOKENTALLY FOR THE SOFTWARE IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR ONE HUNDRED US DOLLARS (US$100) IF NO FEES WERE PAID. THESE LIMITS APPLY TO ALL THEORIES OF LIABILITY. Nothing in these Terms excludes liability that cannot lawfully be excluded.

10. Indemnification

You will defend, indemnify, and hold harmless TokenTally and its affiliates, officers, and personnel from and against any claims, damages, liabilities, fines, penalties, and reasonable costs (including legal fees) arising out of or relating to: (a) your installation, configuration, or use of the Software; (b) your processing of Customer Data, including any employee, worker-representative, regulator, or data-subject claim; (c) your breach of these Terms or of any law; or (d) your use of third-party components.

11. Term, suspension, and termination

These Terms apply from your first acceptance and continue while you use the Software or hold a subscription. We may suspend or terminate your license and Site access if you breach these Terms, fail to pay, or create legal or security risk. You may request subscription cancellation from the installed admin platform cancellation link or by contacting contact@nelio-tech.com. On termination you must stop using the Software and destroy your copies; Sections 2, 4–12, and 14–16 survive. Because the Software is self-hosted, you are responsible for decommissioning your Customer Installation and for the lawful retention or deletion of Customer Data after termination.

12. Compliance and consent records

You acknowledge that your acceptance of these Terms and the Privacy Policy is recorded with the document versions, a timestamp, and a network identifier as evidence of agreement. You will keep your own records of any notices and consents you are required to provide to data subjects.

13. Changes to these Terms

We may update these Terms. The current version and effective date are published on the Site. Material changes take effect for new downloads on publication and for existing subscriptions on renewal or on the notice we provide. Continued use after the effective date means acceptance. Each download requires acceptance of the then-current version.

14. Governing law and disputes

These Terms are governed by the laws of the jurisdiction in which TokenTally is established, without regard to conflict-of-laws rules and excluding the UN Convention on Contracts for the International Sale of Goods. Subject to mandatory consumer or local law that cannot be waived, the courts of that jurisdiction have exclusive jurisdiction, and the parties waive any right to a jury trial and to participate in any class or representative action. Where arbitration is agreed in an order form, that arbitration clause controls.

15. General

These Terms (with the Privacy Policy and any order form) are the entire agreement and supersede prior understandings. If any provision is unenforceable, the rest remains in effect and the provision is limited to the minimum extent necessary. Failure to enforce is not a waiver. You may not assign these Terms without our consent; we may assign them to an affiliate or successor. Neither party is liable for delays caused by events beyond its reasonable control (force majeure). Notices to TokenTally must be sent to the contact below.

16. Language

These Terms are published in English and may be offered in other languages for convenience. In case of any conflict or inconsistency, the English version prevails to the maximum extent permitted by applicable mandatory local law. A certified translation can be provided on request.

17. Contact

Questions about these Terms: contact@nelio-tech.com.

These Terms are a template provided with the Software and are not legal advice. You should have them reviewed and adapted by qualified counsel for your jurisdictions and business before production use. No document can guarantee the complete elimination of legal risk.

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