Legalese we have to share with you.
Last updated 25th November 2022.
This Terms of Service document is an agreement (the “Agreement”) that you must accept in order to use the Countersoft Service (“Countersoft,” the “Countersoft Service,” the “Service,” the “Software” or the “Site,” as described below). It is applicable to (a) “Owners” -- this includes Primary Owners who initially set up the Countersoft Service and other users who are granted ownership privileges by the Primary Owner; (b) Administrators - those who manage a Countersoft Account and to c) Members - users who are invited to join an existing Countersoft account that has already been created by an Administrator (“Member” or “Members”). The terms “You” and “users” encompass all users, including both Administrative and Members. This document describes both your rights and your obligations as part of using the Service. It is important that you read it carefully because you will be legally bound to these terms. Countersoft Ltd. (“Countersoft” “Countersoft Ltd. “we” “us”) only provides the Service to you subject to this Agreement. By accepting this Agreement or by accessing or using the Service or Site, you acknowledge that you agree to be bound by this Agreement (including the Privacy Policy, which is incorporated here by reference).
If you are entering into this Agreement on behalf of a company or business, you represent that you have the authority to bind such entity, its Employees, Representatives, and Affiliates to this Agreement. In this Agreement the terms “you” or “your” shall also refer to such entity, its Employees, Representatives and Affiliates as applicable. If you do not have such authority, or if you do not agree with this Terms Of Service, you may not use the Service. You acknowledge that this Agreement is a contract between you and Countersoft Inc, even though it is electronic and is not physically signed by you and Countersoft Ltd., and it governs your use of the Service.
You agree that Countersoft Ltd. may change this Agreement. If such changes are material we will provide you with reasonable notice prior to the changes by emailing the email address associated with your account or by posting a notice on the Site. You can download and review the most current version of the Agreement at any time by visiting this page. The revised terms and conditions will become effective on the date set forth in our notice, and if you use the Service after that date, your use will constitute acceptance of the revised terms and conditions. If any change to the Terms Of Service is not acceptable to you, your only remedy is to cancel your account and stop using the Services, which you must do through the process provided in the Service.
As part of the registration process, you will identify an administrative user name (in the form of an email address) and password for your account. You may use these credentials to invite individuals to become Members (each with their own unique email address and password) under your account. The number of Members and the rights pertaining to membership are limited to the maximum number of members with differing permissions permitted for your account and based upon the plan you purchase or which is provided for you at no cost by Countersoft Ltd. You are responsible for maintaining the confidentiality of your login, password, and account and for all activities that occur under your login or account, including the activities of Members.
Members should be aware that your company's Administrative Users may have certain rights to access your account and may obtain related information in connection with the Services. The Administrator also sets your company's policies regarding the use of the Services. Please see our refer to your company Administrator if you have any questions regarding your account, particularly with regard to permissions to upload, edit, label and delete documents.
By accessing or using the Services, you affirm that you are at least 18 years of age (or have reached the age of majority if that is not 18 years of age where you live). You represent that you are fully able and competent to enter into and comply with the terms and conditions in this Agreement. Countersoft is not directed to anyone under the age of 15 so if you are under the age of 15 you are not permitted to access or use the Services. If we become aware that you are using Countersoft and are under the age of 15 we will deactivate your account and reserve the right to delete all information in it.
If you are a school or teacher and want your students, who are over 15, to use Countersoft, you agree that you are responsible for complying with all governmental statutory requirements relating to such access in the territory in which you are located and that you must notify those students' parents/guardians of the personally identifiable information you will collect and share with Countersoft and obtain parental/guardian consent before your students establish accounts or use the Service. When obtaining such consent, you should provide parents/guardians with a copy of our Privacy Policy. You must keep all consents on file and provide them to us if we request them.
The “Service(s)” include the website https://www.countersoft.com, and our related mobile applications, and all software, applications, data, reports, text, images, and other content made available through any of the foregoing.
Any new features added to or augmenting the Service are also subject to this Agreement. Countersoft Ltd. reserves the right to modify or discontinue the Service (or any Service plan) or any feature or functionality thereof at any time without notice to you. All rights, title and interest in and to the Service and its components (including all intellectual property rights) will remain with and belong exclusively to Countersoft Ltd.
You may access and use the Service only for lawful, authorized purposes and you shall not misuse the Service in any manner (as determined by Countersoft Ltd. in its sole discretion). Administrative Users shall be responsible for all actions by Members on their Accounts and Organizations. You shall comply with all codes of conduct, policies, storage limitations, or other notices Countersoft Ltd. provides you or publishes in connection with the Service from time to time, and you shall promptly notify Countersoft Ltd. by email if you learn of a security breach related to the Service.
The software made available by Countersoft Ltd. in connection with the Service (“Software”) contains proprietary and confidential information that is protected by applicable intellectual property and other laws. Subject to the terms and conditions of this Agreement, Countersoft Ltd. only grants you a personal, non-sub-licensable and non-exclusive license to use the object code of any Software solely in connection with the Service and in accordance with our policies. Any rights not expressly granted herein are reserved.
Countersoft Ltd. reserves the right to use your Company name as a reference for marketing or promotional purposes on Countersoft Ltd.'s website and in other communication with existing or potential Countersoft customers. For example, we might list your company on a webpages under the heading “Our Customers”. We have no desire to list customers who don't want to be listed, so you may send an email to sales@countersoft.com stating that you do not wish to be used as a reference if that is the case.
Countersoft software that we provide can be installed by you on hardware/software that you own, lease otherwise have access to for the purposes of software installation. This is commonly referred to as self-hosted software, on-premise software, downloadable software. For such a deployment scenario, you agree by our End User License Agreement.
"Your Data" means any data and content stored or transmitted via the Services by or on behalf of you or your end users (which may include data you elect to import from third party services you use). "Content" includes messages you send, files you upload, comments on files, profile information and anything else you enter or upload into Countersoft. Countersoft Ltd. will make reasonable efforts to ensure that all facilities used to store and process Your Data meet a high standard for security.
In order for us to provide the Service to you, we require that you grant us certain rights with respect to Your Data. For example, we need to be able to transmit, store and copy Your Data in order to display it to you and your teammates, to index it so you are able to search it, to make backups to prevent data loss, and so on. Your acceptance of this Terms of Service gives us the permission to do so and grants us all rights necessary to provide the service to you for the purpose of providing the service (and for no other purpose). This permission includes allowing us to use third-party service providers (such as Amazon Web Services, Microsoft Azure) in the operation and administration of the service and the rights granted to us are extended to these third parties to the degree necessary in order for the service to be provided. These rights and permissions are not permanent: they terminate whenever you remove Your Data from The Service. We claim no ownership over Your Data.
If you or your end users send us any feedback or suggestions regarding the Service, you grant Countersoft Ltd. an unlimited, irrevocable, free license to use any such feedback or suggestions for any purpose without any obligation to you or your end users.
You are solely responsible for your, your administrators' and your end users' conduct, the content of Your Data, and all communications with others while using the Services. We may choose to review public content for compliance with our policies and guidelines, but you acknowledge that Countersoft Ltd. has no obligation to monitor any information on the Services. However, you further agree that Countersoft Ltd. may remove or disable any public content at any time for any reason or for no reason at all. For example, if you upload files which do not belong to you and make these files available publicly, we can delete those files. We are not responsible for the accuracy, appropriateness, or legality of Your Data or any other information you and your end users may be able to access using the Services. The Services provide features that allow you and your end users to share Your Data and other materials with others or to make it public. Please consider carefully what you allow to be shared or made public.
Countersoft wants all of its customers to get the best experience of the Service. Our Fair Usage Policy ("FUP") is designed to prevent abuse of our subscriptions by a small number of users to the detriment of other. As a result of automated usage analysis of accounts that are provided to you free or as part of a fixed term promotion, our Fair Usage Policy may result in the disabling of your account if the volume of data stored against it (including data loaded by any members of your account) exceeds one (1) Gigabyte in volume. If your account is a paid account then our Fair Usage policy will restrict you to one hundred (100) Gigabytes of data unless you have a specific, written agreement with us that alters this value.
We will always notify you before taking action to restrict your access to the system as a result of a breach of the FUP and give you the opportunity to take remedial action on your account.
We reserve the right to change the service domain / sub-domain / URL that you selected or were otherwise allocated.
Where possible, you will be notified before the change in domain.
To the extent any portion of the Service is made available for a fee, you will be required to select a payment plan and provide Countersoft Ltd. accurate information regarding your credit card or other payment instrument. You will promptly update your account information with any changes in your payment information. You agree to pay Countersoft Ltd. the amount that is specified in the applicable payment plan in accordance with the terms set forth in the Service and this Agreement, and you authorize Countersoft Ltd. to bill your payment instrument in advance on a periodic basis in accordance with such terms.
If you dispute any charges you must let Countersoft Ltd. know within thirty (30) days after the date that Countersoft Ltd. invoices you. All amounts paid are non-refundable and we reserve the right to change our prices in the future. If we do change prices, we will provide notice of the change on the Site and in email to you at least 30 days before the change is to take effect. Your continued use of the Service after the price change becomes effective constitutes your agreement to pay the changed amount. Countersoft Ltd. may choose to bill through an invoice, in which case, full payment for invoices issued must be received by the specified date or the Services may be terminated. Unpaid invoices are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection. You shall be responsible for all taxes associated with Services other than taxes based on Countersoft Ltd.'s net income.
You represent and warrant to Countersoft Ltd. the following:
You also agree not to use the Service to:
You acknowledge, consent and agree that Countersoft Ltd. may access, preserve and disclose your account information and Content if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary to: (i) comply with legal process; (ii) enforce the Terms of Service; (iii) respond to claims that any Content violates the rights of third parties; (iv) respond to your requests for customer service; or (v) protect the rights, property or personal safety of Countersoft Ltd., its users and the public.
You have the right to terminate your account at any time. Countersoft Ltd. also reserve the right to terminate your account (or the access privileges of any Member) and this Terms of Service at any time for any reason, or no reason, with or without notice. Upon termination of your account, we will have no obligation to maintain or provide Your Data, and will delete or destroy all copies of Your Data in our possession or control, in a reasonably expedient way, unless legally prohibited. However, all accrued rights to payment and the terms of Section 5 shall survive termination of this Terms of Service.
The Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, or because of other causes beyond our reasonable control, but Countersoft Ltd. shall use reasonable efforts to provide advance notice of any material scheduled service disruption. Further, you understand that Your Data may be transmitted or handled in an unencrypted manner if you choose to use unencrypted gateways to connect to the Service. Additionally, while Countersoft Ltd. takes steps to ensure that information provided to its third party vendors and hosting partners is transmitted using reasonable security measures, it does not guarantee that these transmissions will be encrypted.. Accordingly, you acknowledge that you bear sole responsibility for adequate security, protection and backup of Your Data. Countersoft Ltd. will have no liability to you for any unauthorized access or use of any of Your Data, or any corruption, deletion, destruction or loss of any of Your Data.
THE SERVICE AND ALL RELATED COMPONENTS AND INFORMATION ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND Countersoft Ltd. EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT Countersoft Ltd. DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR VIRUS-FREE, NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES, AND NO INFORMATION, ADVICE OR SERVICES OBTAINED BY YOU FROM Countersoft Ltd. OR THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.
UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, OR OTHERWISE) SHALL Countersoft Ltd. BE LIABLE TO YOU OR ANY THIRD PARTY FOR (A) ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA, OR (B) FOR ANY AMOUNT IN THE AGGREGATE IN EXCESS OF THE FEES ACTUALLY PAID BY YOU IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE to YOUR CLAIM or, IF NO FEES APPLY, one hundred ($100) U.S. dollars, OR (C) ANY MATTER BEYOND OUR REASONABLE CONTROL. THE PROVISIONS OF THIS SECTION ALLOCATE THE RISKS UNDER THIS AGREEMENT BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO ENTER INTO THIS Terms of Service. Some states do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to you. IN THESE STATES, Countersoft Ltd.'s LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
In order to expedite and control the cost of disputes, you and we agree that any legal or equitable claim arising out of or relating in any way to your use of the Services or this Agreement, and the formation, validity, enforceability, scope, or applicability of this Agreement will be resolved as follows:
We will first try to resolve any Claim informally. Accordingly, neither of us may start a formal proceeding (except for Claims described in Section 10.4 below) for at least 30 days after one of us notifies the other of a Claim in writing. Notice of the Claim will include a brief written statement that sets forth the name, address, and contact information of the party giving it, the facts giving rise to the dispute, claim, or controversy and the relief requested.
You will send your notice by email to feedback@countersoft.com. We will send our notice to the email address associated with your account.
If we cannot resolve a Claim informally, any Claim either of us asserts will be resolved only by binding arbitration that will occur in United Kingdom under the laws and jurisdiction of United Kingdom, and not in courts of general jurisdiction.
STATUTE OF LIMITATIONS. You agree that regardless of any statute or law to the contrary or the applicable dispute resolution process, an informal complaint pertaining to any Claim or cause of action arising out of or related to use of the Service or under the Agreement must be filed with Countersoft Ltd. within one (1) year after such Claim or cause of action arose or be forever barred.
NOTICE AND PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT OR INTELLECTUAL PROPERTY INFRINGEMENT
We respect the intellectual property of others, and we ask our users to do the same. We may, in appropriate circumstances and at its discretion, disable and/or terminate the accounts of users who may be repeat infringers. If you believe that your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated you must contact Countersoft Ltd. by email and mail with the following information:
a. The description of the copyrighted work or other intellectual property that you claim has been infringed together with a description of where the material that you claim is infringing is located on the site;
b. your contact details: address, telephone number, and email address;
c. a signed statement by you that you believe in all good faith that the disputed use is not authorized by the copyright owner, its agent, or the law;
d. a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf.
You shall defend, indemnify, and hold harmless Countersoft Ltd. from and against any claims, actions or demands, including without limitation reasonable legal and accounting fees, arising or resulting from your breach of this Agreement, any of Your Data, or your (and your Members') use or misuse of the Service. Countersoft Ltd. shall provide notice to you of any such claim, suit or demand. Countersoft Ltd. reserves the right to conduct the exclusive defence and control of any matter which is subject to indemnification under this section and in such an event you agree to cooperate with any reasonable requests assisting Countersoft Ltd.'s defence of such matters.
If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.
Both parties agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and negates all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and you do not have any authority of any kind to bind Countersoft Ltd. in any respect whatsoever.
You may not assign this Agreement without the prior written consent of Countersoft Ltd., except in connection with a merger or acquisition of all or a substantial portion of your assets by another company, but only upon 30-days prior notice to Countersoft Ltd. Countersoft Ltd. may assign or transfer this Agreement, in whole or in part, without restriction.
Except as otherwise set forth herein, all notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or email; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.
This Agreement shall be governed by and construed and interpreted in accordance with the laws of United Kingdom and you agree that all parties to this agreement submit to the exclusive jurisdiction of the courts of United Kingdom.
The failure of Countersoft Ltd. to exercise or enforce any right or provision of the Agreement shall not constitute a waiver of such right or provision.
You agree that your account is non-transferable and your rights to the content within your account terminate upon your death, however the content may be available and accessible by Administrative Users.
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