Terms of Service

1. Acceptance

These Terms of Service ("Terms") form a binding agreement between you and Tagrly ("Tagrly," "we," "us," "our") and govern your use of the Tagrly service (the "Service") and the website at tagrly.com and any subdomain we control.

By creating an account, accessing the Service, or clicking "I agree" (or similar), you confirm you have read, understood, and agree to these Terms and to our Privacy Policy. If you are using the Service on behalf of an organization, you confirm you have the authority to bind that organization to these Terms. If you do not agree, do not use the Service.

2. The Service

Tagrly is an AI-powered photo cataloging service. The Service reads photos from cloud sources you authorize (Google Drive, Dropbox), analyzes them using third-party vision models, stores results in our database and object storage, and lets you search, organize, and share them. Specific feature descriptions are subject to change and are kept current at tagrly.com/features.

3. Eligibility and accounts

You must be at least 13 years old (or the higher minimum age in your jurisdiction, where applicable) to use the Service. You are responsible for the security of your account credentials and for all activity that occurs under your account. Notify us promptly at security@tagrly.com if you suspect unauthorized access.

We may suspend or terminate accounts that materially breach these Terms, where continuing to provide service would expose us to legal risk, or as required by law. Where practical, we will give reasonable notice and an opportunity to cure.

4. Acceptable use

You agree NOT to:

• Upload, process, or distribute content you do not have the right to use, including copyrighted material you did not create or license, defamatory content, or content that violates third- party privacy.
• Use the Service to generate or distribute child sexual abuse material, non-consensual intimate imagery, content that promotes terrorism or violent extremism, or any other content that is illegal in the jurisdictions where the Service is available.
• Use the Service to harass, defame, impersonate, or stalk another person.
• Reverse-engineer, scrape, mirror, frame, or otherwise abuse the Service or its API beyond reasonable, documented use.
• Overwhelm the Service with automated traffic that interferes with normal use by other customers.
• Resell, sublicense, or commercially redistribute the Service without our written consent.
• Use the Service for any unlawful purpose or in violation of any applicable law or regulation, including export-control, sanctions, and data-protection laws.

We may immediately suspend or terminate access for any breach of this Section 4 and, where required by law, report violations to authorities.

5. Your content

You retain all right, title, and interest in and to the photos, videos, files, and other content you upload to or process through the Service ("Your Content"), as well as the metadata we derive from them.

You grant Tagrly a worldwide, non-exclusive, royalty-free, sublicensable (to our subprocessors only) license to host, store, transmit, process, analyze, and display Your Content solely as necessary to operate the Service for you. This license terminates when you delete the content or close your account, except to the extent that retention is necessary to comply with legal obligations or to operate normal backups within the retention windows described in our Privacy Policy.

You are solely responsible for Your Content. You represent and warrant that you have all rights necessary to upload it and process it through the Service, and that doing so does not infringe any third party's rights or violate any law.

We never train AI/ML models on Your Content. We never sell Your Content. We never share it with third parties except the operational subprocessors listed in our Privacy Policy.

6. Our content

The Tagrly software, design, logos, brand assets, documentation, and underlying technology are owned by Tagrly or its licensors and are protected by copyright, trademark, and other intellectual property laws. We grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Service for its intended purpose during the term of your account. All rights not expressly granted are reserved.

You may not copy, modify, distribute, sell, lease, or reverse-engineer any part of the Service except as expressly permitted by us in writing.

7. Plans, fees, and billing

The Service offers a free tier and (in the future) paid tiers. Free tier features and limits may be published, updated, or removed with reasonable notice.

Once paid tiers launch:

• Subscription fees are billed in advance on a recurring basis (monthly or annual) until you cancel.
• You authorize us and our payment processor (Stripe or equivalent) to charge your payment method for the applicable fees plus any taxes.
• We will notify you at least 14 days before any material change in price or features.
• You may cancel at any time; you remain responsible for fees accrued through the end of the current billing period. We do not refund unused time on monthly plans; annual plans may be refunded on a prorated basis at our discretion.
• Failure to pay may result in suspension or termination after reasonable notice and an opportunity to cure.

8. DMCA and copyright

We respect the intellectual property rights of others. If you believe content on the Service infringes your copyright, send a DMCA notice to dmca@tagrly.com (or to legal@tagrly.com if the DMCA inbox is not yet active) containing:

1. Your physical or electronic signature.
2. Identification of the copyrighted work claimed to have been infringed.
3. The URL or sufficient identification of the allegedly infringing material.
4. Your contact information (address, phone, email).
5. A statement that you have a good-faith belief that the contested use is not authorized by the copyright owner, its agent, or the law.
6. A statement, under penalty of perjury, that the information is accurate and that you are the copyright owner or are authorized to act on the owner's behalf.

We will respond to complete DMCA notices within ten business days and may remove or disable access to the allegedly infringing material pending review. We will terminate accounts of repeat infringers in accordance with the DMCA's safe-harbor provisions.

9. Termination

You may close your account at any time by emailing support@tagrly.com; we will delete your data within 30 days of closure, subject to the retention windows in our Privacy Policy.

We may suspend or terminate your access if you materially breach these Terms, if continuing to provide the Service would expose us to legal risk, or as required by law. Sections that by their nature should survive termination (Sections 5, 6, 8, 10, 11, 12, 13, 14) will survive.

10. Disclaimer of warranties

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND TITLE.

WITHOUT LIMITING THE FOREGOING, WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; THAT AI-GENERATED OUTPUTS WILL BE ACCURATE, COMPLETE, OR FREE FROM HALLUCINATION OR BIAS; OR THAT DATA STORED OR TRANSMITTED THROUGH THE SERVICE WILL BE PRESERVED WITHOUT LOSS. AI OUTPUTS ARE TOOLS, NOT FACTS, YOU ARE RESPONSIBLE FOR REVIEWING THEM BEFORE PUBLISHING OR ACTING ON THEM.

Free tier and beta features have no service-level agreement. Paid tiers, when offered, may carry the SLA specified in their service order or order form.

11. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL TAGRLY OR ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST DATA, BUSINESS INTERRUPTION, OR LOSS OF GOODWILL, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

OUR TOTAL CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE GREATER OF (A) THE AMOUNT YOU PAID US IN THE TWELVE MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED US DOLLARS ($100).

Some jurisdictions do not allow the exclusion or limitation of certain damages; in those jurisdictions the limitations apply to the maximum extent permitted by law.

12. Indemnification

You agree to indemnify, defend, and hold harmless Tagrly and its affiliates, officers, employees, agents, and licensors from and against any third-party claim arising out of (a) Your Content, (b) your use of the Service in violation of these Terms or applicable law, or (c) your violation of any third-party rights, including intellectual property and privacy rights. We will give you prompt notice of any such claim, allow you to control the defense (subject to our right to participate with counsel of our choosing), and provide reasonable cooperation.

13. Governing law

These Terms are governed by the laws of the State of Florida, without regard to its conflict-of-laws principles. Subject to Section 14 (Arbitration), any claim that is not arbitrable will be brought exclusively in the state or federal courts located in Miami-Dade County, Florida, and you consent to that jurisdiction and venue.

14. Disputes, arbitration and class-action waiver

Please read this section carefully. It affects your rights.

To the maximum extent permitted by law, any dispute, claim, or controversy arising out of or relating to these Terms or the Service that cannot be resolved by informal discussion within sixty (60) days of written notice will be resolved by final, binding arbitration administered by JAMS under its Streamlined Arbitration Rules then in effect. The seat of arbitration will be Miami-Dade County, Florida. The arbitrator will have authority to award the same relief that would be available in court (excluding any non-monetary equitable relief that affects users not party to the arbitration).

Either party may seek temporary injunctive relief in a court of competent jurisdiction to protect intellectual-property rights pending arbitration.

Class-action waiver, each party waives any right to participate as a plaintiff or class member in any class, consolidated, or representative action. The arbitrator may award relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim. If this class-action waiver is held unenforceable, the entire Section 14 is void and disputes will be resolved in the courts named in Section 13.

30-day opt-out, you may opt out of this Section 14 by emailing legal@tagrly.com within 30 days of first accepting these Terms, including your full name, email address, and a clear statement that you wish to opt out of arbitration. Opting out has no effect on any other part of these Terms.

15. Export controls and sanctions

You may not access or use the Service if you are located in, or are a resident or national of, any country subject to comprehensive United States embargoes (currently Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, and Luhansk regions of Ukraine), or if you are on any restricted-party list maintained by the U.S. Department of Commerce or the U.S. Department of the Treasury's Office of Foreign Assets Control. You represent and warrant that you are not such a person and will not export, re-export, transfer, or use the Service in violation of any applicable export-control or sanctions law.

16. Changes to these Terms

We may update these Terms periodically. Material changes will be announced by email to signed-in users at least 14 days before they take effect. Continued use of the Service after the effective date constitutes acceptance of the revised Terms. If you do not agree to the revised Terms, your sole remedy is to stop using the Service and close your account.

17. Miscellaneous

• Entire agreement, these Terms (together with the Privacy Policy and any order forms) constitute the entire agreement between you and Tagrly regarding the Service and supersede any prior agreements.
• Severability, if any provision is found unenforceable, the remaining provisions remain in full force.
• No waiver, our failure to enforce any right or provision is not a waiver of that right or provision.
• Assignment, you may not assign these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of assets.
• Force majeure, neither party is liable for delay or failure of performance caused by events beyond reasonable control.
• Notices, we may send notices via the email address registered to your account or by posting to the Service. Notices to us must be sent to legal@tagrly.com.

18. Contact

Questions about these Terms? Email legal@tagrly.com and we'll respond from the Tagrly team.