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.

Effective: February 7, 2022

Thanks for visiting our website. Our mission is to create a web based experience that makes it easier for us to work together. Here we describe how we collect, use, and handle your personal information when you use our websites, software, and services (“Services”).

What & Why

We collect and use the following information to provide, improve, and protect our Services:

Account information. We collect, and associate with your account, the information you provide to us when you do things such as sign up for your account, opt-in to our client newsletter or request an appointment (like your name, email address, phone number, and physical address). Some of our Services let you access your accounts and your information via other service providers.

Your Stuff. Our Services are designed to make it simple for you to store your files, documents, comments, messages, and so on (“Your Stuff”), collaborate with others, and work across multiple devices. To make that possible, we store, process, and transmit Your Stuff as well as information related to it. This related information includes your profile information that makes it easier to collaborate and share Your Stuff with others, as well as things like the size of the file, the time it was uploaded, collaborators, and usage activity. Our Services provide you with different options for sharing Your Stuff.

Contacts. You may choose to give us access to your contacts (spouse or other company staff) to make it easy for you to do things like share and collaborate on Your Stuff, send messages, and invite others to use the Services. If you do, we’ll store those contacts on our servers for you to use.

Usage information. We collect information related to how you use the Services, including actions you take in your account (like sharing, viewing, and moving files or folders). We use this information to improve our Services, develop new services and features, and protect our users.

Cookies and other technologies. We use technologies like cookies to provide, improve, protect, and promote our Services. For example, cookies help us with things like remembering your username for your next visit, understanding how you are interacting with our Services, and improving them based on that information. You can set your browser to not accept cookies, but this may limit your ability to use the Services.

Marketing. We give users the option to use some of our Services free of charge. These free Services are made possible by the fact that some users upgrade to one of our paid Services. If you register for our free Services, we will, from time to time, send you information about the firm or tax and accounting tips when permissible. Users who receive these marketing materials can opt out at any time. If you do not want to receive marketing materials from us, simply click the ‘unsubscribe’ link in any email.

We sometimes contact people who do not have an account. For recipients in the EU, we or a third party will obtain consent before contacting you. If you receive an email and no longer wish to be contacted by us, you can unsubscribe and remove yourself from our contact list via the message itself.

Bases for processing your data. We collect and use the personal data described above in order to provide you with the Services in a reliable and secure manner. We also collect and use personal data for our legitimate business needs. To the extent we process your personal data for other purposes, we ask for your consent in advance or require that our partners obtain such consent.

With Whom

We may share information as discussed below, but we won’t sell it to advertisers or other third parties.

Others working for and with Us. We use certain trusted third parties (for example, providers of customer support, eSign and IT services) to help us provide, improve, protect, and promote our Services. These third parties will access your information only to perform tasks on our behalf in compliance with this Privacy Policy, and we’ll remain responsible for their handling of your information per our instructions. For a list of trusted third parties that we use to process your personal information, please see our third party vendors below.

Other users. Our Services display information like your name, profile picture, device, and email address to other users in places like your user profile and sharing notifications. You can also share Your Stuff with other users if you choose. When you register your account with an email address on a domain owned by your employer or organization, we may help collaborators and administrators find you and your workspace by making some of your basic information—like your name, workspace name, profile picture, and email address—visible to other users on the same domain. This helps you sync up with workspaces you can join and helps other users share files and folders with you. Certain features let you make additional information available to others.

Workspace Admins. If you are a user of a workspace, your administrator may have the ability to access and control your workspace account. Please refer to your organization’s internal policies if you have questions about this. If you are not a workspace user but interact with a workspace user (by, for example, joining a shared folder or accessing stuff shared by that user), members of that organization may be able to view the name, email address, profile picture, and IP address that was associated with your account at the time of that interaction.

Law & Order and the Public Interest. We may disclose your information to third parties if we determine that such disclosure is reasonably necessary to: (a) comply with any applicable law, regulation, legal process, or appropriate government request; (b) protect any person from death or serious bodily injury; (c) prevent fraud or abuse of our platform or our users; (d) protect our rights, property, safety, or interest; or (e) perform a task carried out in the public interest.

Stewardship of your data is critical to us and a responsibility that we embrace. We believe that your data should receive the same legal protections regardless of whether it’s stored on our Services or on your home computer’s hard drive. We’ll abide by Government Request Policies when receiving, scrutinizing, and responding to government requests (including national security requests) for your data:

• Be transparent,
• Fight blanket requests,
• Protect all users, and
• Provide trusted services.

How

Security. We have a team dedicated to keeping your information secure and testing for vulnerabilities. We also continue to work on features to keep your information safe in addition to things like blocking repeated login attempts, encryption of files at rest, and alerts when new devices and apps are linked to your account. We deploy automated technologies to detect abusive behavior and content that may harm our Services, you, or other users.

User Controls. You can access, amend, download, and delete your personal information by logging into your account.

Retention. When you sign up for an account with us, we’ll retain information you store on our Services for as long as your account is in existence or as long as we need it to provide you the Services. If you delete your account, we will initiate deletion of this information after 30 days. But please note: (1) there might be some latency in deleting this information from our servers and back-up storage; and (2) we may retain this information if necessary to comply with our legal obligations, resolve disputes, or enforce our agreements.

Where

Around the world. To provide you with the Services, we may store, process, and transmit information in the United States and locations around the world—including those outside your country. Information may also be stored locally on the devices you use to access the Services.

EU-U.S. Privacy Shield and Swiss-U.S. Privacy Shield. When transferring data from the European Union, the European Economic Area, and Switzerland, We rely upon a variety of legal mechanisms, including contracts with our customers and affiliates. We comply with the EU-U.S. and Swiss–U.S. Privacy Shield Frameworks as set forth by the U.S. Department of Commerce regarding the collection, use, and retention of personal information transferred from the European Union, the European Economic Area, and Switzerland to the United States.

We are subject to oversight by the U.S. Federal Trade Commission. JAMS is the US-based independent organization responsible for reviewing and resolving complaints about our Privacy Shield compliance—free of charge to you. We ask that you first submit any such complaints directly to us via privacy@CountingWorks.com. If you aren’t satisfied with our response, please contact JAMS at https://www.jamsadr.com/dpf-dispute-resolution. In the event your concern still isn’t addressed by JAMS, you may be entitled to a binding arbitration under Privacy Shield and its principles.

Changes

If we are involved in a reorganization, merger, acquisition, or sale of our assets, your information may be transferred as part of that deal.

We may revise this Privacy Policy from time to time, and will post the most current version on our website. If a revision meaningfully reduces your rights, we will notify you.

Your Right to Control and Access Your Information

You have control over your personal information and how it is collected, used, and shared. For example, you have a right to:

• Erase or delete all or some of Your Stuff in your portal account.
• Change or correct personal data. You can manage your account and the content contained in it, as well as edit some of your personal data, through your portal account setting.
• Access and take your data. You can download a copy of Your Stuff in a machine readable format by visiting the portal.

Contact

Your personal information is controlled by CountingWorks, Inc. Have questions or concerns about CountingWorks, our Services, and privacy? Contact our Data Protection Officer at privacy@CountingWorks.com. If they can’t answer your question, you have the right to contact your local data protection supervisory authority.

SMS Messaging

No mobile information will be shared with third parties/affiliates for marketing/promotional purposes. All the above categories exclude text messaging originator opt-in data and consent; this information will not be shared with any third parties.

Opt-out Policy

You can opt-out of receiving SMS messages from us at any time by following the instructions provided in the messages or by contacting us at privacy@CountingWorks.com. Please note that opting out may affect your ability to use certain services or receive important updates.

Third Party Vendors

Box.com

Google

Rackspace

DialogTech

Wufoo.com

Sendgrid

Twilio

Plausible

Amazon Web Services

Yext

MailGun

Bright Local

TransUnion

New Relic