February 8, 2022
1. INTRODUCTION AND ACCEPTANCE OF TERMS
The CountingWorks Service
CountingWorks, Inc. / (“CountingWorks”) is providing a software as a service offering comprising:
(a) a platform with a collection of applications and tools (the availability of which is based on the
plan and any add-ons that you select, for more information go to
https://www.countingworkspro.com/pricing/ to allow you to automate your sales and marketing
processes;
and
(b) other supporting products and services (together, the “Service”).
The following terms and conditions (“Terms”) are between you and CountingWorks and constitute a
binding
legal agreement that governs your use of the Service (“Agreement”). By using the Service or this
website
you are agreeing to accept and comply with the Terms, which CountingWorks may update at any time
without
notice. You should visit this page periodically to review the then-current Terms. You understand and
agree that your continued use of the Service after the Terms have changed constitutes your
acceptance of
the Terms as revised.
Notwithstanding these Terms, where your use of the Service includes the processing of personal data
(as
described in the EU Data Protection Directive 95/46/EC—“GDPR”) within the European Economic Area
(EEA),
the terms of the data protection addendum (“DPA”) shall apply to such processing, and shall be
incorporated into these Terms, provided and from the date that you send to legal@countingworks.com a
copy of the DPA signed by you in accordance with the instructions therein. In such event, if any
provision of the DPA is in conflict with these Terms, the provision in the DPA shall be controlling
with
respect to that particular subject matter.
Legal Capacity/Authority
To use and/or register for the Service you must be (i) of legal age to form a binding contract with
CountingWorks, and (ii) must not be a person barred from receiving the Service under the laws of the
United States or other applicable jurisdiction, including the country in which you reside or from
where
you use the Service. By accepting these Terms you represent that you understand and agree to the
foregoing.
2. THE SERVICE
Access to the Service
CountingWorks will provide you access to the Service:
(a) if you register for a free trial use of the Service, on a trial basis at no cost until the
earlier of (a) the end of free trial from when you register to use the Service, or (b) if you
subscribe to the service, the start date of that subscription (“Trial Period”); or
(b) if you subscribe to the Service, during the Original Contract Term and any Renewal Contract
Term(s), as defined in Section 3, below (“Contract Term”).
Free Trial
During the Trial Period CountingWorks reserves the right to limit, suspend or stop the Service (or
any part thereof), either temporarily or permanently, at any time or from time to time, with or
without prior notice to you. You acknowledge and agree that CountingWorks shall not be liable to you
or any third party for any modification or cessation of the Service and that CountingWorks has no
obligation (express or implied) to provide, or continue to provide, the Service, or any part
thereof, now or in the future. If you registered for a free trial use of the Service you must
subscribe to the Service before the end of the Trial Period in order to retain your data on the
Service. All of your data will be permanently deleted at the end of the Trial Period.
Limitations on Use
CountingWorks may impose certain limitations on the use of the Service, including, without
limitation, allocating certain levels of bandwidth and storage capacity (including number of
contacts that may be stored) to your CountingWorks Service and restricting the number of email and
SMS communications you may send using the Service, as set out in CountingWorks’s pricing and
subscription terms, available https://www.countingworkspro.com/pricing/. You agree to use the
Service only for purposes as permitted by these Terms and any applicable law, regulation, or
generally accepted practice in the applicable jurisdiction.
Changing the Service
From time to time CountingWorks modifies the Service, including by adding or removing features and
functions to enhance your experience. Nothing in this Agreement prohibits CountingWorks from making
such changes, provided that no such change to the Service materially reduces the functionality of
the Service provided to Customer during the Contract Term.
You can subscribe to additional elements of the Service, as agreed to between the parties. Such
additional elements of the Service will be added on to the Service provided and fees due under this
Agreement, commencing on the date the parties agree to their addition.
No Resale of Service
You agree that you will not reproduce, copy, duplicate, sell, resell, rent or trade the Service (or
any part thereof) for any purpose.
Feedback
As part of using the Service, CountingWorks will provide you with the opportunity to submit
comments, information, feedback and ideas regarding our company, products or services, and any such
comments etc that you communicate to us (“Feedback”) will be deemed, at the time of communication to
CountingWorks, the property of CountingWorks, and CountingWorks shall be entitled to full rights of
ownership, including without limitation, unrestricted right to use or disclose such Feedback in any
form, medium or technology now known or later developed, and for any purpose, commercial or
otherwise, without compensation to you.
3. CONTRACT TERM AND RENEWAL
Contract Term
If you subscribe to the Service, your “Original Contract Term” will begin on the date that you pay
to subscribe and expire at the end of the period selected in the subscription process and specified
in the quote form provided to you by CountingWorks (“Quote Form”), unless terminated earlier in
accordance with this Agreement.
Unless either party provides notice that it does not intend to renew this Agreement at least 30 days
before the end of the Contract Term, this Agreement will be automatically renewed for a “Renewable
Contract Term”:
(a) on the terms and conditions of this Agreement then in effect;
(b) subject to the pricing structure and usage levels specified for renewal terms in this Agreement
or, if not specified, as then posted at https://www.countingworkspro.com/pricing/; and
(c) for a term equal to the lesser of the Original Contract Term or one year. Except as provided in
this Agreement, a Contract Term cannot be canceled prior to its expiration. Fees for each Contract
Term are non-cancelable, and fees paid in advance will not be refunded.
4. FEES
Price increases
General price increases will not affect you during the Original Contract Term. CountingWorks will
charge or invoice you under the new price structure at the beginning of each Renewable Contract
Term.
Payment against invoice
CountingWorks will invoice you at the beginning of the Initial Contract Term and at the beginning of
each subsequent Renewable Contract Term. All quoted fees in the Quote Form are payable in advance
and are exclusive of taxes, which CountingWorks will charge or invoice as applicable, and you agree
to pay any such taxes applicable to your use of the Service. All amounts invoiced are due and
payable within 30 days of the date of the invoice. Payment instructions shall be as set out on
CountingWorks’s invoice.
5. CountingWorks PRIVACY POLICY
By using the Service, you consent and agree to the collection and use of certain information about
you and your use of the Service in accordance with CountingWorks’ Privacy Policy. Information
collected when you use the Service may include, without limitation, technical or diagnostic
information related to your use of the Service to maintain, improve and enhance the Service. We use
cookies to allow CountingWorks customers to login to their account. In addition, when a third party
visits your website created using the Service, we store a cookie with a session ID in it so our
statistics do not double count third party users and we also use cookies to recognize a third party
user’s form submission so we know who referred them to your website. Please note that when you
conduct transactions with other companies providing content via the Service or this website, you may
also be subject to their privacy policies and other terms and conditions.
You further understand, agree and consent to this information and any of your personal information
being transferred to the United States and/or other countries for storage, processing and use by
CountingWorks and/or its affiliates in accordance with CountingWorks’ Privacy Policy.
For more information please review our privacy policy at
https://www.countingworkspro.com/privacy-policy
You agree that CountingWorks may identify your company name and/or logo as an CountingWorks customer
on client lists, marketing materials and/or press releases. If you wish to be excluded from this
program, do so by emailing: marketing@countingworks.com.
6. CONTENT AND YOUR CONDUCT
Content
“Content” means any information that may be generated or encountered through use of the Service,
such as data files, written text, software, music, graphics, photographs, images, sounds, videos,
messages and any other like materials. You understand that all Content whether publicly posted or
privately transmitted on the Service is the sole responsibility of the person from whom such Content
originated. This means that you, and not CountingWorks, are solely responsible for any Content you
upload, download, post, email, transmit, store or otherwise make available through your use of the
Service. You understand that by using the Service you may encounter Content that you may find
offensive, indecent, or objectionable. CountingWorks does not control the Content posted via the
Service, nor does it guarantee the accuracy, integrity or quality of such Content. You understand
and agree that your use of the Service and any Content is solely at your own legal risk.
Your Conduct
You agree that you will NOT use the Service to:
1. Sell or promote any goods or services which are dangerous, harmful, illegally obtained or
unlawful in any way, which create risk of loss or damage to person or property;
2. upload, download, post, email, transmit, store or otherwise make available any Content that is
unlawful, harassing, threatening, harmful, tortious, defamatory, libelous, abusive, violent,
obscene, vulgar, invasive of another’s privacy, hateful, racially or ethnically offensive, or
otherwise objectionable;
3. stalk, harass, threaten or harm another;
4. pretend to be anyone, or any entity, you are not or otherwise misrepresent your affiliation with
a person or entity;
5. engage in any copyright infringement or other intellectual property infringement, or disclose any
trade secret or confidential information in violation of any confidentiality obligation;
6. post, send, transmit or otherwise make available any unsolicited or unauthorized email or SMS
messages, advertising, promotional materials, junk mail or SMS, spam, or chain letters, including,
without limitation, bulk commercial advertising and informational announcements. To be specific, you
will not send any unsolicited email or SMS messages using the Service, and will only contact email
addresses and phone numbers with the prior consent of recipients. You are solely responsible for
your communications and their legality under all laws and regulations;
7. take any action designed to mislead recipients as to the origin of any Content transmitted
through the Service (“spoofing”);
8. upload, post, email, transmit, store or otherwise make available any material that contains
viruses or any other computer code, files or programs designed to harm, interfere with or limit the
normal operation of the Service (or any part thereof), or any other computer software or hardware;
9. interfere with or disrupt the Service (including accessing the Service through any automated
means, like scripts or web crawlers), or any servers or networks connected to the Service, or any
policies, requirements or regulations of networks connected to the Service (including any
unauthorized access to, use or monitoring of data or traffic thereon);
10. plan or engage in any illegal activity; and/or
11. gather and store personal information on any other users of the Service to be used in connection
with any of the foregoing prohibited activities.
Except as expressly permitted herein, you agree that no materials published, used or offered by
CountingWorks as part of the Service or on this website, in whole or in part, may be copied,
reproduced, modified, republished, uploaded, posted, transmitted, or distributed in any form or by
any means without prior written permission from CountingWorks. The use of any such materials on any
other website or networked computer environment or for any other purpose is strictly prohibited and
such unauthorized use may violate copyright, trademark and other similar laws.
Removal of Content
Except as specified in our Privacy Policy, all communications from you to this website will be
considered non-confidential and non-proprietary. You are solely responsible for the content of your
communications and their legality under all laws and regulations. You agree not to use this website
to distribute, link to or solicit content that is defamatory, harassing, unlawful, libelous, harmful
to minors, threatening, obscene, false, misleading, or infringing a third party intellectual or
privacy rights. Although not obligated to do so, CountingWorks will have the right to review your
communications on this website or through the Service to determine whether you comply with the
Terms, and may pre-screen, move, refuse, modify and/or remove Content at any time, without prior
notice and in its sole discretion, if such Content is found to be in violation of these Terms or is
otherwise objectionable
Backup Your Content
You are responsible for backing up, to your own computer or other device, any Content that you store
or access via the Service. CountingWorks does not guarantee or warrant that any Content you may
store or access through the Service will not be subject to inadvertent damage, corruption or loss.
Access to Your Account and Content
You acknowledge and agree that CountingWorks may access, use, preserve and/or disclose your account
information and Content if legally required to do so or if we have a good faith belief that such
access, use, disclosure, or preservation is reasonably necessary to: (a) comply with legal process
or request; (b) enforce these Terms, including investigation of any potential violation thereof; (c)
detect, prevent or otherwise address security, fraud or technical issues; or (d) protect the rights,
property or safety of CountingWorks, its users or third parties as required or permitted by law.
Copyright Notice Infringement Information – DMCA
If you believe that any Content in which you claim copyright has been infringed by anyone using the
Service, please contact CountingWorks. CountingWorks may, in its sole discretion, suspend and/or
terminate accounts of users that are found to be infringing.
Violations of Terms
If while using the Service, you encounter Content you find inappropriate, or otherwise believe to be
a violation of these Terms, you may report it to CountingWorks here: legal@countingworks.com.
7. CONTENT SUBMITTED OR MADE AVAILABLE BY YOU ON THE SERVICE
License from You
Except for material we may license to you, CountingWorks does not claim ownership of the materials
and/or Content you submit or make available on the Service. However, by submitting or posting such
Content on areas of the Service that are accessible by the public, you grant CountingWorks a
worldwide, royalty-free, non-exclusive license to use, distribute, reproduce, modify, adapt,
publish, translate, publicly perform and publicly display such Content on the Service solely for the
purpose for which such Content was submitted or made available and you consent to the use of the
Content by CountingWorks and its related entities to any such use which would, but for your consent,
infringe your moral rights. This license will terminate within a commercially reasonable time after
you or CountingWorks remove such Content from the public area. By submitting or posting such Content
on areas of the Service that are accessible by the public, you are representing that you are the
owner of such material and/or have authorization to distribute it.
Changes to Content
You understand that in order to provide the Service and make your Content available thereon,
CountingWorks may transmit your Content across various public networks, in various media, and modify
or change your Content to comply with technical requirements of connecting networks or devices. You
agree that the license herein permits CountingWorks to take any such actions.
8. TRADEMARK INFORMATION
CountingWorks, the CountingWorks logo, CountingWorks.com and other CountingWorks trademarks, service
marks, graphics, logos used in connection with the Service are trademarks or registered trademarks
of CountingWorks, Inc. in the US and/or other countries. Other trademarks, service marks, graphics,
and logos used in connection with the Service may be the trademarks of their respective owners. You
are granted no right or license in any of the aforesaid trademarks, and further agree that you shall
not remove, obscure, or alter any proprietary notices (including trademark and copyright notices)
that may be affixed to or contained within the Service.
9. SOFTWARE
CountingWorks’ Proprietary Rights
You acknowledge and agree that CountingWorks and/or its licensors own all legal right, title and
interest in and to the Service, and any software (including any Content provided therein) provided
by CountingWorks or made accessible to you as a part of and/or in connection with the Service (the
“Software”), including any and all intellectual property rights that exist therein, whether
registered or not, and wherever in the world they may exist. You further agree that the Service
(including the Software or any other part thereof) contains proprietary and confidential information
that is protected by applicable intellectual property and other laws.
License From CountingWorks
CountingWorks grants you a personal, non-exclusive, non-transferable, limited license to use the
Software as provided or made accessible to you by CountingWorks as a part of the Service and in
accordance with these Terms; provided that you do not (and do not permit anyone else to) copy,
modify, create a derivative work of, reverse engineer, decompile, or otherwise attempt to discover
the source code (unless expressly permitted or required by law), sell, lease, sublicense, assign,
grant a security interest in or otherwise transfer any right in the Software or any aspect of the
Service.
Export Control
Use of the Service and Software, including transferring, posting, or uploading data, software or
other Content via the Service, may be subject to the export and import laws of the United States and
other countries. You agree to comply with all applicable export and import laws and regulations,
including the GDPR. In particular, but without limitation, the Software may not be exported or
re-exported (a) into any U.S. embargoed countries or (b) to anyone on the U.S. Treasury Department’s
list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or
Entity List. By using the Software or Service, you represent and warrant that you are not located in
any such country or on any such list. You also agree that you will not use the Software or Service
for any purposes prohibited by United States law, including, without limitation, the development,
design, manufacture or production of missiles, nuclear, chemical or biological weapons. You further
agree not to upload to your account any data or software that cannot be exported without prior
written government authorization, including, but not limited to, certain types of encryption
software. This assurance and commitment shall survive termination of these Terms.
Software Updates
As part of the Service, you may from time to time receive updates to the Software from CountingWorks
which may be automatically downloaded and installed to your device or hosted by CountingWorks. These
updates may include bug fixes, theme upgrades, feature enhancements or improvements, or entirely new
versions of the Software. You agree that CountingWorks may automatically deliver such updates to you
or include such updates as part of the Service and you shall receive and install or, as the case may
be, utilize, them as required.
You acknowledge and agree that CountingWorks shall not be responsible or liable in any way for any
damages you incur or allege to have incurred, either directly or indirectly, as a result of the
Software updates described above.
Copyright and Digital Imagery
The Service and Software may be used to reproduce materials so long as such use is limited to
reproduction of non-copyrighted materials, materials in which you own the copyright, or materials
you are authorized or legally permitted to reproduce. Title and intellectual property rights in and
to any Content displayed by or accessed through the Software or Service belongs to the respective
Content owner. Such Content may be protected by copyright or other intellectual property laws and
treaties, and may be subject to additional terms of use of CountingWorks, its licensors or the third
party providing such Content. For example, any stock photographs, images, graphics, clipart, artwork
or similar assets (“Digital Imagery”) that are provided by CountingWorks and/or its licensors as
part of the Software or Service (including but not limited to any Digital Imagery contained within
templates, themes or user guides and tutorials) may not be extracted and distributed, commercially
or otherwise, on a standalone basis outside of the Software or Service.
10. TERMINATION
Termination by You
You may terminate your account and/or stop using the Service upon 30 days’ prior written notice to
CountingWorks.
Termination by CountingWorks
CountingWorks may at any time, under certain circumstances and without prior notice, immediately
terminate or suspend all or a portion of your account and/or access to the Service. Circumstances
under which CountingWorks may affect such termination shall include, but not be limited to: (a)
violations of the Terms or any other policies or guidelines that are referenced herein and/or posted
on the Service; (b) a request by you to cancel or terminate your account; (c) discontinuance or
material modification to the Service or any part thereof; (d) a request and/or order from law
enforcement, a judicial body, or other government agency; (e) where provision of the Service to you
is or may become unlawful; (f) your participation in fraudulent or illegal activities. Any such
termination or suspension shall be made by CountingWorks in its sole discretion, and CountingWorks
will not be responsible to you or any third party for any damages that may result or arise out of
such termination or suspension of your account and/or access to the Service, including without
limitation loss of business contacts, sensitive business information or other data. CountingWorks
may, at its sole discretion, terminate your use of the Service or access to this website at any time
without notice.
Effects of Termination
Upon termination of your account, you will pay any unpaid and outstanding amounts for the Service to
CountingWorks and you will lose all access to the Service and any portions thereof, including, but
not limited to, your CountingWorks account and any content, contacts, data or documents generated,
published or stored by the Service.
11. LINKS AND THIRD PARTY MATERIALS
Certain Content, components or features of the Service may include materials from third parties
and/or hyperlinks to other websites, resources or Content. Because CountingWorks may have no control
over such third party sites and/or materials, you acknowledge and agree that CountingWorks is not
responsible for the availability of such sites or resources, and does not endorse or warrant the
accuracy of any such sites or resources, and shall in no way be liable or responsible for any
Content, advertising, products or materials on or available from such sites or resources. You
further acknowledge and agree that CountingWorks shall not be responsible or liable in any way for
any damages you incur or allege to have incurred, either directly or indirectly, as a result of your
use and/or reliance upon any such Content, advertising, products or materials on or available from
such sites or resources.
12. DISCLAIMER OF WARRANTIES
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO TO THE EXTENT SUCH
EXCLUSIONS ARE SPECIFICALLY PROHIBITED BY APPLICABLE OR MANDATORY LAW, SOME OF THE EXCLUSIONS SET
FORTH BELOW MAY NOT APPLY TO YOU.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICE IS AT YOUR SOLE LEGAL RISK AND THE
SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. CountingWorks AND ITS AFFILIATES,
SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR
IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, AND NON-INFRINGEMENT. IN PARTICULAR, CountingWorks AND ITS AFFILIATES,
SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS MAKE NO WARRANTY THAT
(I) THE SERVICE WILL MEET YOUR REQUIREMENTS; (II) YOUR USE OF THE SERVICE WILL BE TIMELY,
UNINTERRUPTED, SECURE OR ERROR-FREE; (III) ANY INFORMATION OBTAINED BY YOU AS A RESULT OF THE
SERVICE WILL BE ACCURATE OR RELIABLE; AND (IV) ANY DEFECTS OR ERRORS IN THE SOFTWARE PROVIDED TO YOU
AS PART OF THE SERVICE OR THE SERVICE ITSELF WILL BE CORRECTED.
ANY MATERIAL OR CONTENT TRANSMITTED, STORED, ACCESSED OR OTHERWISE MAINTAINED THROUGH THE USE OF THE
SERVICE IS DONE SO AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY
DAMAGE TO YOUR DEVICE OR LOSS OR CORRUPTION OF DATA THAT RESULTS FROM ANY SUCH USE OF THE SERVICE.
YOU FURTHER ACKNOWLEDGE THAT THE SERVICE IS NOT INTENDED OR SUITABLE FOR USE IN SITUATIONS OR
ENVIRONMENTS WHERE THE FAILURE OR TIME DELAYS OF, OR ERRORS OR INACCURACIES IN, THE CONTENT, DATA OR
INFORMATION PROVIDED BY THE SERVICE COULD LEAD TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR
ENVIRONMENTAL DAMAGE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM
CountingWorks OR THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE
TERMS.
13. LIMITATION OF LIABILITY
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR
CONSEQUENTIAL DAMAGES, SO TO THE EXTENT SUCH EXCLUSIONS OR LIMITATIONS ARE SPECIFICALLY PROHIBITED
BY APPLICABLE OR MANDATORY LAW, SOME OF THE EXCLUSIONS OR LIMITATIONS SET FORTH BELOW MAY NOT APPLY
TO YOU.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT CountingWorks AND ITS AFFILIATES, SUBSIDIARIES, OFFICERS,
DIRECTORS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY INDIRECT,
INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR
LOSS OF PROFITS, LOSS OF BUSINESS OPPORTUNITIES, GOODWILL, USE, DATA (INCLUDING BUSINESS CONTACTS),
COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSSES (EVEN IF
CountingWorks HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (I) THE USE OR
INABILITY TO USE THE SERVICE; (II) ANY CHANGES MADE TO THE SERVICE OR ANY TEMPORARY OR PERMANENT
CESSATION OF THE SERVICE OR ANY PART THEREOF; (III) THE UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR
TRANSMISSIONS OR DATA; (IV) THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE AND/OR SEND OR
RECEIVE YOUR TRANSMISSIONS OR DATA ON OR THROUGH THE SERVICE; (V) STATEMENTS OR CONDUCT OF ANY THIRD
PARTY ON THE SERVICE; AND (VI) ANY OTHER MATTER RELATING TO THE SERVICE. FURTHER, IN NO EVENT WILL
CountingWorks’ TOTAL CUMULATIVE LIABILITY TO YOU OR ANY OTHER PARTY FOR CLAIMS, LOSSES, OR DAMAGES
OF ANY KIND, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, INDEMNITY OR OTHERWISE, ARISING OUT OF OR
RELATED IN ANY WAY TO THIS AGREEMENT OR THE SERVICES, EXCEED THE ACTUAL FEES CUSTOMER PAID TO
CountingWorks FOR THE SERVICES UP TO THE LESSER OF THE AGGREGATE AMOUNT OF FEES PAID TO
CountingWorks, OR THE AMOUNT OF FEES PAID OVER A 12-MONTH PERIOD.
14. INDEMNITY
You agree to defend, indemnify and hold CountingWorks, its affiliates, subsidiaries, directors,
officers, employees, agents, partners and licensors harmless from any claim or demand, including
reasonable lawyer’s fees, made by a third party, relating to or arising from: (a) any Content you
submit, post, transmit, or otherwise make available through the Service; (b) your use of the
Service; (c) any violation by you of these Terms; or (d) your violation of any rights of another.
This obligation shall survive the termination or expiration of these Terms and/or your use of the
Service.
15. NOTICES
CountingWorks may provide you with notices regarding the Service, including changes to these Terms,
by email, SMS, regular mail, or by postings on its website and/or the Service.
16. GOVERNING LAW; ARBITRATION
This Agreement will be governed by and construed in accordance with the laws of the United States
and the State of California, except that body of California law concerning conflicts of law. This
Agreement shall not be governed by the United Nations Convention on Contracts for the International
Sale of Goods, the application of which is expressly excluded. Any dispute or controversy arising
under, out of, or in connection with this Agreement shall be resolved by binding arbitration under
the commercial rules of the American Arbitration Association before a single arbitrator. Any such
arbitration shall be conducted in Newport Beach, California, U.S.A. Judgment upon any award may be
entered in any court of competent jurisdiction. The arbitrator shall be designated by mutual
agreement of the parties or, if the parties cannot agree on an arbitrator within ten (10) days after
a request for arbitration hereunder, each party shall designate one (1) arbitrator and the
arbitrators so designated shall designate a third arbitrator who shall conduct the arbitration. The
decision of the arbitrator shall be binding and conclusive upon the parties.
17. GENERAL
These Terms, along with any exhibit or appendix, including any Quote Form, constitutes the entire
agreement between you and CountingWorks and govern your use of the Service. You may also be subject
to additional terms and conditions that may apply when you use affiliate services, third-party
content, or third-party software or services. If any part of these Terms is held invalid or
unenforceable, that portion shall be construed in a manner consistent with applicable law to
reflect, as nearly as possible, the original intentions of the parties, and the remaining portions
shall remain in full force and effect. The failure of CountingWorks to exercise or enforce any right
or provision of these Terms shall not constitute a waiver of such right or provision. You agree
that, except as otherwise expressly provided in these Terms, there shall be no third-party
beneficiaries to this Agreement. Any translation of these Terms is done for local requirements and
in the event of a dispute between the English and any non-English versions, the English version of
these Terms shall govern. You agree that any claim or cause of action you make arising out of or
related to these Terms or the use of the Service must be filed within one (1) year after the cause
of action arose or be forever barred.