Nail & Tally Terms of Service

Effective date: June 1, 2026 Last updated: May 31, 2026

These Terms of Service ("Terms") are a legal agreement between Nail and Tally LLC ("Nail & Tally," "we," "us," or "our") and the company or person that uses the Nail & Tally mobile application and related services (the "App" or "Service"). By creating an account or using the App, you agree to these Terms. If you do not agree, do not use the App.

Please read Sections 12, 13, and 14 carefully: they explain what the App is and is not responsible for, and they limit our liability. Please also read Section 18: it requires most disputes to go to binding arbitration on an individual basis and waives class actions and jury trials, unless you opt out within 30 days.

1. Who this agreement is between

Nail & Tally is a workplace tool sold to businesses. When a construction company signs up, that company is our customer (the "Company"). The Company's owners, managers, and field workers who use the App are "Users."

• If you are signing up on behalf of a company, you confirm that you have the authority to accept these Terms for that company, and "you" means both you and the company.
• If you are using the App under an account created by your employer, you are a User, and your use is also governed by your employer's own rules.

2. Definitions

• "Company": the business that has signed up for Nail & Tally.
• "User": a person who uses the App under an account tied to a Company.
• "Company Data": all information a Company and its Users put into or create in the App, including inventory records, counts, transfers, locations, items, pull lists, notes, vehicle records, videos, and activity records showing which user performed each action.
• "Service" or "App": the Nail & Tally mobile application and any related software, websites, and features we provide.

3. Eligibility and accounts

• You must be at least 18 years old to use the App.
• You must provide accurate account information and keep it up to date.
• You are responsible for keeping your login credentials secure and for everything that happens under your account. Tell us right away if you believe your account has been used without permission.
• The App uses email-and-password login. You are responsible for choosing a strong password.

4. The Service, and its pre-launch stage

Nail & Tally is a mobile inventory management tool for construction companies. It lets Users track items, locations, inventory counts, transfers, pull lists, vehicles, and attached videos.

The App is in an early, pre-launch stage. You understand and agree that:

• The App is still being developed and tested. Features may change, be added, or be removed.
• The App may contain bugs, errors, or interruptions, and may be unavailable at times.
• We do not promise any particular uptime, performance, or result during this stage.
• You should not rely on the App as your only record of important business information. Keep your own independent records.

5. Acceptable use

You agree not to:

• Use the App for any unlawful purpose or in violation of these Terms
• Upload content that is unlawful or infringing, or that you do not have the right to upload
• Attempt to access another company's data, or any data you are not authorized to see
• Reverse engineer, decompile, copy, or create derivative works from the App, except where the law expressly allows it
• Interfere with, disrupt, overload, or attempt to gain unauthorized access to the App or its infrastructure
• Use the App to store or transmit malicious code, or to harass or harm others
• Resell, sublicense, or commercially exploit the App without our written permission

We may suspend or limit access if we reasonably believe these Terms are being violated or if it is needed to protect the Service or other users.

6. Company Data: ownership and your responsibilities

You own your data. As between you and Nail & Tally, the Company owns its Company Data. We do not claim ownership of it.

You grant us a license to run the Service. You grant Nail & Tally a limited, non-exclusive license to host, store, copy, transmit, display, and process Company Data solely to provide and maintain the Service, to keep it secure, and to support you.

You are responsible for your data. You are responsible for the Company Data that you and your Users put into the App, including:

• That you have the right to upload and store it (for example, videos, vehicle identification numbers, license plates, and any personal information typed into notes fields)
• That it does not violate any law or any third party's rights
• That your Users are informed, as required by law, about how Company activity is recorded in the App and visible to administrators within the Company

We are not responsible for the accuracy, quality, or legality of Company Data.

7. Company accounts and Users

A Company controls its own workspace. Administrators decide who gets an account, what permission level each User has, and when an account is removed. The Company is responsible for its Users' use of the App and for managing their access. If a User leaves the Company, the Company is responsible for removing that User's access.

8. Privacy

How we handle personal information is described in the Nail & Tally Privacy Policy, which is part of these Terms by reference. By using the App, you also agree to the Privacy Policy.

9. Third-party services

The App relies on third-party services to operate, including Supabase (database, authentication, and storage), Amazon Web Services (infrastructure), Expo (push notifications), and the Apple App Store and Google Play (distribution). Your use of the App may also be subject to those providers' and app stores' terms. We are not responsible for third-party services, and their availability is outside our control.

10. Intellectual property

Nail & Tally owns the App and all software, designs, logos, and content we provide, except for Company Data. These Terms do not transfer any ownership of the App to you. We grant you a limited, non-exclusive, non-transferable, revocable right to use the App while these Terms are in effect and you are in compliance with them.

If you give us feedback about the App, you agree we may use it to improve the Service without any obligation to you.

11. Fees

The App is currently provided free of charge during its pre-launch stage. We may introduce fees in the future. If we do, we will give you advance notice and a chance to decide whether to continue. The App does not collect payment or credit card information at this time.

12. The App is not a safety, compliance, or system-of-record tool

This matters, especially on a job site. You understand and agree that:

• Nail & Tally is an inventory tracking tool. It is not a safety system, an emergency system, or a substitute for proper job-site safety practices.
• Nail & Tally is not a regulatory compliance tool. It does not ensure compliance with OSHA, environmental rules, equipment-inspection requirements, employment laws, or any other regulation. You remain solely responsible for your own legal and regulatory obligations.
• Nail & Tally is not a guaranteed system of record. You are responsible for keeping your own independent records of equipment, inventory, and anything else your business or the law requires you to keep.
• Decisions you make using the App (about equipment, inventory, scheduling, staffing, or anything else) are your own business decisions, and you are responsible for them.

13. Disclaimers

THE APP IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT ALLOWED BY LAW, WE DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

WE DO NOT WARRANT THAT THE APP WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, THAT IT WILL MEET YOUR REQUIREMENTS, OR THAT ANY DATA WILL BE ACCURATE OR WILL NOT BE LOST. THIS IS ESPECIALLY TRUE GIVEN THE APP'S PRE-LAUNCH STAGE.

Some jurisdictions do not allow certain warranty exclusions, so some of the above may not apply to you.

14. Limitation of liability

TO THE FULLEST EXTENT ALLOWED BY LAW:

• NAIL & TALLY WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS, LOST REVENUE, LOST DATA, BUSINESS INTERRUPTION, OR LOSS OR DAMAGE TO EQUIPMENT OR INVENTORY, ARISING OUT OF OR RELATED TO YOUR USE OF (OR INABILITY TO USE) THE APP.
• NAIL & TALLY'S TOTAL LIABILITY FOR ALL CLAIMS RELATED TO THE APP WILL NOT EXCEED ONE HUNDRED U.S. DOLLARS ($100), OR, IF YOU HAVE PAID FEES FOR THE APP IN THE TWELVE MONTHS BEFORE THE CLAIM, THE AMOUNT YOU PAID IN THAT PERIOD, WHICHEVER IS GREATER.

These limits apply even if a remedy fails its essential purpose. Some jurisdictions do not allow certain limitations, so some of the above may not apply to you.

15. Indemnification

You agree to defend, indemnify, and hold harmless Nail & Tally and its owners from any claims, damages, losses, and reasonable legal costs arising out of (a) your Company Data, (b) your or your Users' use of the App, (c) your violation of these Terms, or (d) your violation of any law or any third party's rights.

16. Termination

You may stop using the App and close your account at any time. We may suspend or terminate your access if you violate these Terms, if it is needed to protect the Service or other users, or if we stop offering the App.

After termination, you may ask us to provide a copy of your Company Data within a reasonable window; after that window, we may delete it. Sections that by their nature should survive termination (including Sections 6, 10, 13, 14, 15, and 18) will survive.

17. Changes to the Service and these Terms

We may change, suspend, or discontinue any part of the App at any time, particularly during the pre-launch stage. We may also update these Terms. When we make a material change to the Terms, we will update the "Last updated" date and, where appropriate, notify you in the App or by email. Your continued use of the App after a change means you accept the updated Terms.

18. Governing law, informal resolution, and binding arbitration

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO GO TO COURT, TO HAVE A JURY TRIAL, AND TO PARTICIPATE IN A CLASS ACTION.

18.1 Governing law. These Terms are governed by the laws of the State of Pennsylvania and, where it applies, the Federal Arbitration Act, in each case without regard to conflict-of-laws rules.

18.2 Informal resolution first (30 days). Before starting an arbitration or any other formal proceeding, you agree to first try to resolve the dispute informally. Send a written description of your dispute, your contact information, and the relief you are seeking to the contact address in Section 20. We will do the same if we have a dispute with you. Both sides agree to negotiate in good faith for at least 30 days from the date the notice is received. This step is required before either side may start arbitration. The deadline for bringing any claim is paused while this informal-resolution process is underway.

18.3 Binding arbitration. If the dispute is not resolved within the 30-day period, any dispute, claim, or controversy arising out of or relating to these Terms or the App (except those carved out in Section 18.4) will be resolved by final and binding arbitration, rather than in court. The arbitration will be administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules (or, where applicable, its Consumer Arbitration Rules), as modified by these Terms. The arbitration will take place in Pennsylvania, or by video or telephone where the rules allow, before a single arbitrator. The arbitrator's decision is final and binding, and judgment on the award may be entered in any court with jurisdiction. You and we are each giving up the right to a trial in court and the right to a trial by jury.

18.4 Exceptions: what is NOT subject to arbitration.

• Small-claims court. Either of us may bring an individual claim in a small-claims court for disputes within that court's jurisdiction, instead of going to arbitration.
• Injunctive / intellectual-property relief. Either of us may go to court to seek an injunction or other equitable relief to stop the actual or threatened infringement, misuse, or violation of intellectual property or confidential information (for example, the Acceptable-Use and Intellectual-Property sections).

18.5 Class-action waiver. **You and we agree that each may bring claims against the other only in an individu