Terms of Service

Welcome to Ally, a service provided by Trillium Construction LLC ("we," "our," or "us"). By accessing, registering for, or using the Ally platform, you agree to be bound by these Terms of Service. If you do not agree, you must not access or use the Service.

If there is any conflict between these Terms, an Order Form, a subscription agreement, the Privacy Policy, or other written agreement between the parties, the documents will control in the following order unless expressly stated otherwise: (1) Order Form or subscription agreement, (2) these Terms, and (3) the Privacy Policy.

1. Definitions

• "Service" refers to the Ally software-as-a-service application, including all related features, technologies, integrations, APIs, and mobile or desktop applications.
• "Tenant" (or "Account Holder") refers to the business entity (e.g., Acme Construction) that subscribes to the Service and establishes an account.
• "Tenant Data" refers to all information, files, contacts, budgets, projects, and other content uploaded, submitted, or created by the Tenant or its users within the Service.
• "End User" refers to an individual directly employed by or affiliated with the Tenant who is granted access to the Service under the Tenant's account.
• "Invited Guest" refers to third parties, such as the Tenant's clients, subcontractors, or vendors, who are granted limited access to the Service by the Tenant.
• "Ally," "we," "our," or "us" refers to Trillium Construction LLC, the provider of the Service.
• "Agreement" refers collectively to these Terms of Service, the Privacy Policy, and any applicable Order Form or subscription agreement.

2. Acceptance of Terms

By accessing, registering for, or using the Service, you represent that: (a) you have read, understood, and agree to be bound by this Agreement on behalf of yourself and the Tenant; (b) you have the authority to bind the Tenant to this Agreement; and (c) the Tenant is a legally formed business entity in good standing. If you are using the Service on behalf of a Tenant, all references to "you" in these Terms mean both you individually and the Tenant, as applicable.

3. Account Registration and Security

3.1 Account Creation

To use the Service, the Tenant must create an account by providing accurate, current, and complete information. The Tenant agrees to maintain and update this information to keep it accurate and complete at all times.

3.2 Credentials

The Tenant is responsible for maintaining the confidentiality of all account credentials, including passwords and access tokens. The Tenant must promptly notify Ally at support@allyprojectmanagement.com of any unauthorized access or suspected breach of account security. Ally will not be liable for any losses arising from unauthorized use of your credentials.

3.3 Account Access

Accounts are non-transferable. The Tenant may not share, sell, or otherwise transfer their account or credentials to any third party without Ally's prior written consent.

4. Subscription, Fees, and Payment

4.1 Subscription Plans

Access to the Service is offered on a subscription basis. The specific features, limitations, and pricing applicable to your account are determined by the subscription plan selected at the time of registration or as subsequently modified by mutual agreement.

4.2 Fees and Billing

The Tenant agrees to pay all applicable subscription fees as described in the relevant Order Form or pricing page. Fees are billed in advance on a recurring basis (monthly or annually, as selected). All fees are non-refundable except as expressly stated in this Agreement. Subscriptions automatically renew for successive renewal terms equal in length to the initial subscription term unless canceled in accordance with these Terms or the applicable Order Form.

4.3 Payment

The Tenant authorizes Ally to charge the designated payment method for all applicable fees. The Tenant is responsible for ensuring payment information is current. If a payment fails, Ally may suspend access to the Service after reasonable notice until outstanding amounts are resolved. Payments may be processed by third-party payment processors subject to their terms.

4.4 Price Changes

Ally reserves the right to modify subscription fees upon at least thirty (30) days' prior written notice to the Tenant. Continued use of the Service following the effective date of a price change constitutes acceptance of the new fees.

4.5 Taxes

All fees are exclusive of applicable taxes (including sales, use, VAT, or similar taxes). The Tenant is responsible for paying all such taxes associated with their use of the Service, except for taxes based on Ally's net income.

5. Data Ownership and Licenses

5.1 Tenant Data Ownership

The Tenant unequivocally owns all rights, title, and interest in and to their Tenant Data. Nothing in this Agreement transfers ownership of Tenant Data to Ally.

5.2 License to Ally

By using the Service, the Tenant grants Ally a limited, worldwide, non-exclusive, royalty-free license to access, process, store, and transmit Tenant Data solely as necessary to: (a) provide, maintain, and improve the Service; (b) comply with applicable law; and (c) enforce this Agreement. This license terminates upon deletion of Tenant Data or account termination, subject to applicable backup and retention schedules. Notwithstanding the foregoing, Ally may retain limited copies of Tenant Data to the extent required by law, for legitimate business records, dispute resolution, fraud prevention, security, audit logging, or backup purposes, subject to the Privacy Policy and applicable law.

5.3 Feedback

If the Tenant provides feedback, suggestions, or ideas regarding the Service ("Feedback"), Ally may use such Feedback without restriction or compensation to the Tenant. Feedback does not include Tenant Data.

6. Tenant Responsibilities and Acceptable Use

6.1 Accountability

The Tenant is fully responsible and liable for all activities conducted under their account, including the actions of all End Users and Invited Guests, regardless of whether such activities are authorized by the Tenant.

6.2 Access Management

The Tenant is solely responsible for configuring and managing user permissions and access controls within the Service (including the appropriate use of role-based access features such as the OS User Role). Ally is not liable for any unauthorized access resulting from the Tenant's failure to properly configure access controls.

6.3 Prohibited Uses

The Tenant and its users may not use the Service to:

• Upload, store, or transmit content that is illegal, harmful, fraudulent, defamatory, obscene, or infringes third-party intellectual property rights.
• Store or process protected health information (PHI) under HIPAA, financial account numbers, government-issued ID numbers, or other categories of regulated sensitive personal data, unless Ally has explicitly confirmed support for such data in writing.
• Introduce malicious code, viruses, or other disruptive elements into the Service.
• Attempt to gain unauthorized access to the Service, its infrastructure, or other Tenants' data.
• Use the Service in any manner that could damage, disable, overburden, or impair Ally's infrastructure.
• Reverse-engineer, decompile, or attempt to derive the source code of the Service.
• Use the Service to send unsolicited commercial communications or spam.

Any violation of this Section may result in immediate suspension or termination of the account, at Ally's sole discretion.

6.4 Compliance with Laws

The Tenant is responsible for ensuring that its use of the Service complies with all applicable local, state, federal, and international laws and regulations, including data protection and privacy laws applicable to Tenant Data. The Tenant is solely responsible for determining whether the Service is appropriate for its intended use and for maintaining any notices, consents, authorizations, and records required for its use of the Service.

7. Intellectual Property

7.1 Ally IP

The Service, including all software, user interfaces, logos, trademarks, and associated documentation, is the exclusive property of Trillium Construction LLC and its licensors. Nothing in this Agreement grants the Tenant any ownership interest in the Service or Ally's intellectual property.

7.2 License to Use the Service

Subject to the Tenant's compliance with this Agreement and timely payment of fees, Ally grants the Tenant a limited, non-exclusive, non-transferable, revocable license to access and use the Service during the subscription term solely for the Tenant's internal business purposes.

7.3 AI Features

Certain features of the Service are powered by artificial intelligence, including project summarization via OpenAI's API. Output generated by AI features is provided as-is and should be independently reviewed before reliance. Ally makes no representation that AI-generated output is accurate, complete, or suitable for any specific purpose. Tenant Data submitted to AI features is processed in accordance with Section 3 of the Privacy Policy. AI-generated output may contain errors, omissions, or outdated information, and the Tenant remains solely responsible for verifying any output before use. AI outputs are not operational, financial, legal, compliance, or safety-related advice.

8. Third-Party Services and Integrations

The Service integrates with third-party platforms (such as QuickBooks) to enable certain features. Ally is not responsible or liable for any outages, data sync failures, inaccuracies, data breaches, or other issues originating from these third-party providers. The Tenant's use of third-party services is subject to the respective terms, conditions, and privacy policies of those providers. Ally does not endorse or assume any responsibility or liability for third-party services. If a third-party integration is discontinued, Ally will use reasonable efforts to provide notice and, where possible, an alternative. Ally does not guarantee continued availability of any third-party integration and may modify, suspend, or discontinue integrations at any time if required by a third-party provider or for technical, security, or business reasons. Tenant is responsible for obtaining any permissions needed to use third-party integrations and for complying with third-party terms.

9. Confidentiality

9.1 Mutual Obligations

Each party agrees to keep confidential any non-public information disclosed by the other party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure ("Confidential Information"). Each party agrees to: (a) use Confidential Information only for purposes of this Agreement; and (b) protect Confidential Information with at least the same degree of care it uses for its own confidential information, but no less than reasonable care.

9.2 Exclusions

Confidentiality obligations do not apply to information that: (a) becomes publicly known through no fault of the receiving party; (b) was already known to the receiving party without restriction; (c) is independently developed without use of the Confidential Information; or (d) must be disclosed by law or court order, provided the disclosing party is given prompt notice where legally permitted.

9.3 Tenant Data

Ally treats all Tenant Data as Confidential Information and will not disclose it to third parties except as expressly permitted by this Agreement, Privacy Policy, or required by law. Confidential Information does not include any information that is aggregated, de-identified, or anonymized so that it does not identify the Tenant or any individual.

10. Data Retention and Deletion

10.1 Active Account Retention

Ally will retain Tenant Data for as long as the account remains active and in good standing.

10.2 Account Termination and Deletion

Upon receiving a verified written request from the Tenant to terminate and permanently delete their account, all Tenant Data will be securely deleted from Ally's active applications within thirty (30) days. Deletion from subsequent backup systems will be completed in accordance with Ally's standard backup retention schedule, not to exceed ninety (90) days following deletion from active systems. Ally may retain data required for legal compliance, billing, tax, dispute resolution, audit, security, or fraud prevention purposes, provided such retained data remains subject to reasonable confidentiality and security controls.

10.3 In-App Deletion

Users may manually delete individual items (such as Projects, Templates, and Files) at any time through the application's built-in workflows. Deleted items may be retained in backup systems for a period of up to thirty (30) days.

10.4 Post-Termination Export

Prior to requesting account deletion, the Tenant is encouraged to export any Tenant Data they wish to retain. Ally is not responsible for Tenant Data that cannot be recovered following a deletion request. If Ally offers an export feature or export assistance, any such export is provided as a convenience and may be limited by technical constraints, timing, or account status.

11. Suspension and Termination

11.1 Termination by Tenant

The Tenant may cancel their subscription at any time by following the cancellation process in the application or by contacting Ally. Cancellation takes effect at the end of the then-current billing period. No refunds are provided for unused portions of a subscription period, except as required by applicable law.

11.2 Termination or Suspension by Ally

Ally may suspend or terminate the Tenant's access to the Service, with or without notice, if: (a) the Tenant breaches any material term of this Agreement; (b) payment is overdue by more than fifteen (15) days after notice; (c) the Tenant's use of the Service poses a security risk or legal liability to Ally or other users; or (d) Ally discontinues the Service.

11.3 Effect of Termination

Upon termination, the Tenant's right to access the Service ceases immediately. Sections 2, 5.1, 7.1, 9, 10.2, 12, 13, 14, and 15 of these Terms survive termination. Sections 16 and 18 also survive to the extent necessary to interpret and enforce the Agreement.

12. Disclaimer of Warranties

THE SERVICE IS PROVIDED ON AN "AS-IS" AND "AS-AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, OR UNINTERRUPTED, ERROR-FREE OPERATION. ALLY DOES NOT WARRANT THAT THE SERVICE WILL MEET THE TENANT'S REQUIREMENTS OR THAT DEFECTS WILL BE CORRECTED. TO THE MAXIMUM EXTENT PERMITTED BY LAW, ANY IMPLIED WARRANTIES ARE EXPRESSLY DISCLAIMED.

13. Limitation of Liability

13.1 Exclusion of Consequential Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ALLY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES (INCLUDING LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS INTERRUPTION) ARISING OUT OF OR RELATED TO THE SERVICE OR THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

13.2 Cap on Liability

ALLY'S TOTAL CUMULATIVE LIABILITY TO THE TENANT FOR ANY CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICE SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY THE TENANT FOR THE SERVICE IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

13.3 Essential Basis

The parties acknowledge that the limitations in this Section reflect a reasonable allocation of risk and are an essential element of the basis of the bargain between the parties.

14. Indemnification

14.1 By Tenant

The Tenant agrees to indemnify, defend, and hold harmless Ally and its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) the Tenant's or its users' use of the Service in violation of this Agreement; (b) Tenant Data, including any claim that Tenant Data infringes or misappropriates a third party's intellectual property rights; or (c) the Tenant's violation of applicable law.

14.2 By Ally

Ally agrees to indemnify, defend, and hold harmless the Tenant from claims by third parties alleging that the Service, as provided by Ally and used in accordance with this Agreement, infringes such third party's intellectual property rights, provided that Ally has sole control of the defense and settlement of such claims. Ally will have no obligation to indemnify to the extent a claim arises from the Tenant Data, the Tenant’s misuse of the Service, modifications not made by Ally, use of the Service in combination with non-Ally products, or use outside the scope of this Agreement.

15. Dispute Resolution

15.1 Informal Resolution

Before initiating any formal dispute proceeding, the parties agree to first attempt to resolve any dispute through good-faith negotiation for at least thirty (30) days following written notice of the dispute.

15.2 Arbitration

If informal resolution is unsuccessful, any dispute arising out of or relating to this Agreement shall be finally resolved by binding arbitration. The arbitration shall be administered by a recognized arbitration provider under its then-current commercial rules, unless the parties agree otherwise in writing. The arbitration shall take place in Boise, Idaho, or remotely if agreed by both parties. The arbitrator's award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

15.3 Class Action Waiver

TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY WAIVES THE RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION WITH RESPECT TO ANY CLAIM ARISING OUT OF OR RELATED TO THIS AGREEMENT.

15.4 Exceptions

Either party may seek emergency injunctive or equitable relief in a court of competent jurisdiction to prevent irreparable harm pending arbitration.

16. Governing Law and Jurisdiction

These Terms shall be governed by and construed in accordance with the laws of the State of Idaho, without regard to its conflict of law provisions. Subject to the arbitration clause above, each party submits to the exclusive jurisdiction of the state and federal courts located in Ada County, Idaho for resolution of any disputes not subject to arbitration.

17. Changes to These Terms

Ally reserves the right to modify these Terms at any time. Ally will provide at least thirty (30) days' advance written notice of material changes via email or a prominent in-app notification. Continued use of the Service after the effective date of revised Terms constitutes acceptance of the changes. If a change is required by law or relates to a new feature, security update, or non-material administrative update, Ally may implement the change sooner, provided the revised Terms are posted and made reasonably available to the Tenant.

18. General Provisions

18.1 Entire Agreement

This Agreement, together with any applicable Order Form, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, representations, and understandings.

18.2 Severability

If any provision of this Agreement is found to be unenforceable, the remaining provisions will continue in full force and effect.

18.3 Waiver

Failure by either party to enforce any provision of this Agreement does not constitute a waiver of the right to enforce that provision in the future.

18.4 Force Majeure

Neither party shall be liable for delays or failures in performance resulting from causes beyond their reasonable control, including acts of God, natural disasters, war, government actions, pandemics, labor disputes, or internet or infrastructure failures.

18.5 Assignment

The Tenant may not assign or transfer this Agreement or any rights or obligations under it without Ally's prior written consent. Ally may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets, with notice to the Tenant.

18.6 Notices

Legal notices to Ally must be sent in writing to: Trillium Construction LLC. Notices to the Tenant will be sent to the email address associated with the Tenant's account.

18.7 Contact

For questions about these Terms, contact us at support@allyprojectmanagement.com.