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Thank you for visiting our Cap Table for Sheets™ Terms of Service (Terms), the most updated copy of which can always be found at www.tallystone.com (Website).
We are Tallystone Australia Pty Ltd ABN 26 676 704 706 (‘we’, ‘our’ or ‘us’) and we provide a capitalization table management tool on the Google Workspace Marketplace known as Cap Table for Sheets™ (CTS).
These Terms govern your access to CTS and us providing you any other goods and services in relation to CTS as set out in these Terms (Solution).
By accepting these Terms, installing CTS from the Google Workspace Marketplace (Marketplace), or otherwise accepting the benefit of any part of CTS, you agree to be bound by these Terms which form a binding contractual agreement between you, the person acquiring a CTS, or the company you represent and are acquiring CTS on behalf of (‘you’ or ‘your’)and us.
Once you install CTS, the Terms accepted at the point of sale will apply to your installation of CTS. However, please note that we may change any part of these Terms at any time by updating this page of the Website, so you may find that different terms apply next time you use this Website or purchase further Solutions. You can check the date at the top of this page to see when we last updated these Terms.
In these Terms, capitalised words and phrases have the meanings given to them where they are followed by bolded brackets, or as setout in the Definitions table at the end of these Terms.
Please read these Terms carefully before proceeding to install CTS.
By agreeing to be bound by these Terms, you represent and warrant that you have the legal capacity and authority to enter into a binding contract with us and you are authorised to use the payment you provided when purchasing any part of the Solution. CTS is not intended for unsupervised use by any person under the age of 18 years old or any person who has previously been suspended or prohibited from using CTS.
If you are signing up not as an individual but on behalf of your company, your employer, an organisation, government or other legal entity (Represented Entity), then “you” or “your” means the Represented Entity and you are binding the Represented Entity to this agreement and you represent and warrant that you are authorised to do so.
Installing CTS via the Marketplace (Order)constitutes your acceptance of these Terms where we will provide you with CTS in exchange for your payment of the total amount listed upon checkout.
(Google Account) To use CTS, you will be required to have an account with Google (Google Account). Your registration of, and continued access to your Google Account will be subject to Google’s terms and conditions.
(Provide Information) As part of using CTS, setting up your access and your continued use of CTS, you will be required to provide us access to your Google Account and provide us with certain personal information and details, such as your email address, first and last name, preferred username, a secure password, billing, profile information, payment details, ratings and reviews, authentication, and other information as determined by us from time to time.
You acknowledge and agree that:
CTS is a capitalization table management tool built on Google Sheets™ and may only be used on Google Sheets™ along with the Google AppScript™ add-on. Upon installing CTS, we will provide you with a copy of CTS which you may host on your Google Account and access via Google Sheets™.
Your copy of CTS includes the benefits and limitations setout on our Marketplace listing of CTS, or as otherwise communicated to you, at the time when you install CTS (as amended from time-to-time by notice to you by us).
We may from time to time, agree to provide you further goods and services in relation to CTS such as guided onboarding, feature development or guided information updates (Additional Services). Where we agree to provide you Additional Services, such services will be subject to these Terms and the payment of any additional agreed fees.
You agree to provide us with all documentation, information and assistance reasonably required by us to perform the Additional Services.
By installing CTS, we grant to you a non-exclusive, non-transferable and revokable licence to use the then current version of CTS at the time of installation which we provide you a copy of and any Documentation.
We may from time to time, in our absolute discretion, release enhancements to CTS, meaning an upgraded, improved, modified or new versions of CTS (Enhancements). Any Enhancements to CTS will not limit or otherwise affect these Terms. Your installation of CTS does not automatically include a licence to any Enhancements which you may be required to purchase as separate products in order to be granted a licence to the Enhancement.
We will provide general support where reasonably necessary to resolve technical issues with CTS (Support Services), the following terms apply unless otherwise specifically agreed in writing:
(Payment obligations) Unless otherwise agreed inwriting, payment for any component of the Solution must be upfront and such payment is non-refundable for change of mind.
(GST) Unless otherwise indicated, the prices do not include GST. In relation to any GST payable for a taxable supply by us, you must pay the GST subject to us providing a tax invoice.
(Card surcharge) We reserve the right to charge credit card surcharges in the event payments are made using a credit, debit or charge card (including Visa, MasterCard or American Express).
(Online payment partner) We may use third-party payment providers (Payment Providers) to collect payments for Products. The processing of payments by the Payment Provider will be, in addition to these terms, subject to the terms, conditions and privacy policies of the Payment Provider and we are not liable for the security or performance of the Payment Provider. We reserve the right to correct, or to instruct our Payment Provider to correct, any errors or mistakes in collecting your payment.
Your copy of CTS will be hosted by you on your Google Account and is not hosted by us. You acknowledge and agree that:
You warrant that Your Material is complete, accurate and up-to-date. You release us from all liability in relation to any loss or damage arising out of or in connection with the Solution, to the extent such loss or damage is caused or contributed to by information, documentation or Your Material being incomplete, inaccurate or out-of-date.
You must, and must ensure that all Users, comply with these Terms at all times. You acknowledge and agree that we will have no liability in respect of any damage, loss or expense which arises in connection with your, your Personnel’s, or any User’s, breach of these Terms, and you indemnify us in respect of any such damage, loss or expense.
You must not, and must not encourage or permit any User, Personnel or any third party to, without our prior written approval:
If you become aware of misuse of CTS by any person, any errors in the material on CTS or any difficulty in accessing or using CTS, please contact us immediately via the form provided on our Website.
(Our ownership) We retain ownership of all Materials provided to you in relation to the Solution (including text, graphics, logos, design, icons, images, sound and video recordings, pricing, downloads and software) (Solution Content) and reserve all rights in any Intellectual Property Rights owned or licensed by us in Solution Content not expressly granted to you.
(Licence to you) You are granted a licence to Solution Content, and you may make a temporary electronic copy of all or part of any materials provided to you for the sole purpose of viewing them and using them for the purposes of utilising CTS. You must not otherwise reproduce, transmit, adapt, distribute, sell, modify or publish those materials or any Solution Content without prior written consent from us or as otherwise permitted by law.
(Your licence to us) You grant to us (and our Personnel) a non-exclusive, royalty-free, non-transferable, worldwide and irrevocable licence to Your Material to the extent reasonably required to provide the Solution, and for our internal business purposes, including to improve the Solution and our other products and services, and including to apply machine learning and (Your warranty and indemnity) You warrant that our use of Your Material will not infringe any third-party Intellectual Property Rights and indemnify us from and against all losses, claims, expenses, damages and liabilities (including any taxes, fees or costs) which arise out of such infringement.
You acknowledge and agree that the terms & conditions of third party suppliers of goods or services (Third Party Terms) may apply to your use of the Solution from time to time, including Google’s Workspace Marketplace Terms of Service and the Google API Services User Data Policy, as updated from time to time.
You agree to any Third Party Terms applicable to third party goods and services that are used in providing the Solution to you, and we will not be liable for any loss or damage suffered by you in connection with such Third Party Terms.
We will take reasonable steps to notify you of Third Party Terms that apply to the Solution, you must immediately notify us if you do not agree to such Third Party Terms.
You acknowledge and agree that if you do not agree to any Third Party Terms, this may affect our ability to provide you the Solution and we will not be liable for any issues in providing you the Solution where you do not agree to any Third Party Terms.
CTS may contain links to other websites that are not our responsibility. We have no control over the content of any linked websites, and we are not responsible for that content. Inclusion of any linked website on CTS does not imply our approval or endorsement of the linked website.
You acknowledge and agree that issues can arise when data is uploaded to software, when data is transferred between different software programs, and when different software programs are integrated together. We cannot guarantee that integration processes between CTS and other software programs will be free from errors, defects or delay.
You agree that we will not be liable for the functionality of any third party goods or services, including any third party software, or for the functionality of CTS if you integrate it with third party software, or change or augment CTS.
If you add third party software or software code to CTS, integrate CTS with third party software, or make any other changes to CTS, including CTS code (User Software Changes), then:
Except as contemplated by these Terms, a party must not, and must not permit any of its Personnel to, use or disclose to any person any Confidential Information disclosed to it by the other party without the disclosing party’s prior written consent.
Each party must promptly notify the other party if it learns of any potential, actual or suspected loss, misappropriation or unauthorised access to, or disclosure or use of Confidential Information or other compromise of the security, confidentiality, or integrity of Confidential Information.
The notifying party will investigate each potential, actual or suspected breach of confidentiality and assist the other party in connection with any related investigation.
We collect personal information about you in the course of providing you with the Solution, to contact and communicate with you, to respond to your enquiries and for other purposes set out in our Privacy Policy which can be found at www.tallystone.com/privacy-policy.
By agreeing to these Terms, you agree to our handling of personal information in accordance with our Privacy Policy.
(Service Limitations) The Solution is made available to you strictly on an ‘as is’ basis. Without limitation, you acknowledge and agree that we cannot guarantee that:
(Exclusion) To the maximum extent permitted by applicable law, all express or implied representations and warranties (whether relating to fitness for purpose or performance, or otherwise) not expressly stated in these Terms are excluded.
(Consumer law) Nothing in these Terms is intended to limit the operation of the Australian Consumer Law contained in the Competition and Consumer Act 2010 (Cth) (ACL) or any other applicable laws. Under the ACL or applicable statutory guarantees, you may be entitled to certain remedies (like a refund, replacement or repair) if there is a failure with the goods or services we provide.
(Limitation of liability) To the maximum extent permitted by applicable law, our maximum aggregate liability to you in respect of loss or damage sustained by you under or in connection with these Terms or the Solution is limited to the total fees paid to us by you in the 6 months preceding the first event giving rise to the relevant liability.
(Indemnity) You agree at all times to indemnify and hold harmless us and our officers, employees and agents (“those indemnified”)from and against any loss (including reasonable legal costs) or liability incurred or suffered by any of those indemnified where such loss or liability was caused or contributed to by you or you officers’, employees’ or agents';
(Consequential loss) We will not be liable for any incidental, special or consequential loss or damages, or damages for loss of data, business or business opportunity, goodwill, anticipated savings, profits or revenue arising under or in connection with these Terms or any goods or services provided by us, except to the extent this liability cannot be excluded under the ACL or any other applicable law.
A party claiming that a dispute has arisen under or in connection with this agreement must not commence court proceedings arising from or relating to the dispute, other than a claim for urgent interlocutory relief, unless that party has complied with the requirements of this clause.
A party that requires resolution of a dispute which arises under or in connection with this agreement must give the other party or parties to the dispute written notice containing reasonable details of the dispute and requiring its resolution under this clause.
Once the dispute notice has been given, each party to the dispute must then use its best efforts to resolve the dispute in good faith. If the dispute is not resolved within a period of 14 days (or such other period as agreed by the parties in writing) after the date of the notice, any party to the dispute may take legal proceedings to resolve the dispute.
Any notices required to be sent under this agreement must be sent in English to the email address specified in the Order, or if no email address is specified in the Order, then the email address most regularly used by the parties to correspond regarding the subject matter of this agreement as at the date of this agreement (Email Address).
Unless the party sending the notice knows or reasonably ought to suspect that an email was not delivered to the other party’s Email Address, notice will be taken to be given at the earlier of:
This agreement is governed by the law applying in Queensland, Australia. Each party irrevocably submits to the exclusive jurisdiction of the courts of Queensland, Australia and courts of appeal from them in respect of any proceedings arising out of or in connection with this agreement. Each party irrevocably waives any objection to the venue of any legal process on the basis that the process has been brought in an inconvenient forum.
No party to this agreement may rely on the words or conduct of any other party as a waiver of any right unless the waiver is in writing and signed by the party granting the waiver.
Any term of this agreement which is wholly or partially void or unenforceable is severed to the extent that it is void or unenforceable. The validity and enforceability of the remainder of this agreement is not limited or otherwise affected.
An obligation or a liability assumed by, or a right conferred on, two or more persons binds or benefits them jointly and severally.
A party cannot assign, novate or otherwise transfer any of its rights or obligations under this agreement without the prior written consent of the other party.
This agreement embodies the entire agreement between the parties and supersedes any prior negotiation, conduct, arrangement, understanding or agreement, express or implied, in relation to the subject matter of this agreement.