SAAS TERMS OF SERVICE

This Terms of Service (“Agreement”) is entered into by and between CountR© Inc. (“Provider”), a corporation headquartered at 1050 E Flamingo Road, Suite S107, Las Vegas, NV 89119, United States, and the individual or legal entity (“Customer”) who purchases a subscription-based license to use the Provider’s software-as-a-service (SaaS) product, CountR© Analytics.

1. DEFINITIONS

1.1. “AUP” means the Acceptable Use Policy set forth in Section 5 of this Agreement.

1.2. “Customer Data” means all information processed or stored through the SaaS by Customer or on Customer’s behalf.

1.3. “Documentation” means Provider’s standard manual and general usage instructions related to CountR© Analytics, including any help materials provided within the application or communicated via email by CountR© Inc.

1.4. “Order” means an order for access to the SaaS, executed through the Provider’s online checkout process. CountR© Inc. may also follow up with the Customer via email to confirm licensing terms or access.

1.5. “Privacy/Security Law” means laws (a) related to personal data that (b) govern Provider’s handling of Customer Data (if any), including but not limited to the California Consumer Privacy Act (CCPA) and the EU General Data Protection Regulation (GDPR), where applicable.

1.6. “SaaS” means Provider’s software-as-a-service product known as CountR© Analytics, which is accessible online and offered via subscription.

1.7. “SLA” means Provider’s standard service level agreement. [CountR© Inc. does not currently maintain a separate SLA document; general uptime expectations are outlined in the Support Services section of this Agreement.]

1.8. “Term” is defined in Section 6.1 below.

1.9. “User” means any individual who uses the SaaS on Customer’s behalf or through Customer’s account or passwords, whether authorized or not.

2. SUBSCRIPTION, FEES, AND PAYMENTS

2.1 Subscription Fees. Customer shall pay Provider the fee set forth in each Order (the “Subscription Fee”) for each Term. Subscription fees are billed annually in advance. No refunds will be issued under any circumstances.

2.2 Payment Method. Customer shall pay Subscription Fees via bank transfer, unless otherwise agreed by the parties in writing. Invoices are payable immediately upon receipt.

2.3 Payment instructions. All payments must be made in U.S. dollars by bank transfer to the account designated by CountR Inc. CountR Inc. uses Wise Business to receive international and domestic payments. Customers are responsible for any applicable bank charges or transfer fees. Payment details, including bank account information, will be provided separately at the time of billing or Order confirmation.

(a) Further instructions for payments from U.S. bank accounts (domestic ACH or wire):

ACH transfers typically arrive in 2–3 business days.
Wire transfers may incur higher fees and usually arrive within 1 business day.

(b) Further instructions for payments from outside the U.S. (international wire/SWIFT):

- Please request a SWIFT transfer from your bank; funds typically arrive within 4–5 business days.
- Do not use these details for ACH transfers.
- Payments are not accepted from restricted countries, including (but not limited to): Afghanistan, Belarus, Cuba, Iran, North Korea, Russia, Syria, and Venezuela.

3. SUPPORT AND SERVICE AVAILABILITY

3.1 Provider responds to customer inquiries via email within 1 business day. Support is available on weekdays, excluding public holidays. All support communication shall be conducted in English unless otherwise agreed.. No support is available on weekends or public holidays.

3.2 The Provider strives for 99% uptime availability. Downtime for scheduled maintenance will be communicated in advance. Provider is not responsible for service interruptions caused by external factors beyond its control. Uptime refers to platform availability for login and access to analytics dashboards. Minor feature disruptions do not constitute downtime.

3.3 The CountR© Analytics software operates entirely on computers, servers, or networks owned or maintained by the Customer. Provider is not responsible for performance issues, service interruptions, or data loss caused by the Customer’s infrastructure, including but not limited to local hardware failures, network outages, misconfiguration, or security settings beyond Provider’s control.

4. DATA HANDLING AND SECURITY

4.1 Customer retains full ownership of Customer Data. Provider will only use Customer Data to provide the SaaS.

4.2 Provider does not store personal data on behalf of Customer’s clients or end-users.

4.3 Customer agrees not to upload or transmit sensitive information such as health records, payment card data, or government identification numbers (“Excluded Data”). Provider is not responsible for handling Excluded Data.

5. ACCEPTABLE USE POLICY (AUP)

Customer agrees to use the SaaS only for lawful purposes and in compliance with all applicable laws and regulations. The following actions are strictly prohibited:

– Illegal Activity: Using the SaaS to engage in any activity that violates any applicable law or regulation, including privacy, data protection, or surveillance laws.

– Security Violations: Attempting to gain unauthorized access to Provider’s systems or other users’ accounts; testing the vulnerability of the system or network without authorization.

– Interference: Using the SaaS in a way that could disrupt, degrade, or otherwise interfere with the performance or integrity of the system.

– Harmful Content: Uploading, transmitting, or storing any viruses, malware, or other harmful or disruptive code.

– Misuse of Services: Using the SaaS for purposes for which it was not designed, including (but not limited to) spamming, scraping, reselling, or automated surveillance beyond the scope of Customer’s own organization.

– Abuse of Intellectual Property: Copying, modifying, reverse engineering, or distributing the SaaS or any content within it without written permission from Provider.

Violation of this Acceptable Use Policy may result in the immediate suspension or termination of Customer’s access to the SaaS, at the sole discretion of the Provider.

Customer shall ensure that users comply with login security best practices and refrain from sharing credentials. Customer is responsible for all activity under their accounts and for ensuring compliance with all applicable laws.

6. TERM AND TERMINATION

6.1 This Agreement becomes effective upon the Customer’s acceptance and remains in force for the subscription Term specified in the Order. The Agreement will automatically renew for successive one-year terms unless either party provides written notice via e-mail of non-renewal at least 30 days before the end of the current term.

6.2 Either party may terminate this Agreement at any time with 30 days’ written notice.

If Customer terminates early, no refunds will be provided for any unused portion of the prepaid Term.
If Provider terminates the Agreement without cause, Customer will be entitled to a pro-rated refund of any prepaid fees covering the remainder of the Term following the effective termination date.

7. AMENDMENTS

Provider may update this Agreement from time to time. Customers will be notified of change. Continued use of the SaaS after the effective date of such changes will constitute acceptance of the updated terms.

8. CONFIDENTIALITY

Each party agrees to keep confidential and not disclose to any third party any non-public information disclosed by the other party and designated as confidential or that reasonably should be understood to be confidential, including business, technical, and financial information. Each party agrees to protect such information with the same care it uses for its own similar confidential information, but in no event with less than reasonable care. This obligation will continue for three (3) years after termination of this Agreement.

9. INDEMNIFICATION

Customer agrees to indemnify, defend, and hold harmless CountR© Inc., its affiliates, officers, and employees from and against any claims, liabilities, damages, losses, and expenses, including legal fees, arising out of or related to: (a) Customer’s use of the SaaS in violation of this Agreement or applicable law, (b) any data or materials provided by Customer, or (c) Customer’s breach of any representation or warranty in this Agreement.

10. LIMITATION OF LIABILITY

To the fullest extent permitted by law, Provider’s total liability arising out of or related to this Agreement, whether in contract, tort, or otherwise, will not exceed the total amount paid by Customer to Provider in the twelve (12) months preceding the event giving rise to the claim. In no event will Provider be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, revenue, data, or use, even if advised of the possibility of such damages.

11. DISCLAIMER OF WARRANTIES

The SaaS and all related services are provided “AS IS” and “AS AVAILABLE” without warranties of any kind, either express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. Provider does not warrant that the SaaS will be uninterrupted, error-free, or secure.

12. FORCE MAJEURE

Provider will not be liable for any delay or failure in performance due to events beyond its reasonable control, including but not limited to acts of God, natural disasters, labor disputes, government actions, war, terrorism, or internet service provider failures.

13. ENTIRE AGREEMENT AND WAIVER

This Agreement constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior or contemporaneous communications and proposals, whether oral or written. No waiver or modification of any provision of this Agreement will be effective unless in writing and signed by both parties. Failure to enforce any provision will not constitute a waiver of future enforcement.

14. CONTACT INFORMATION

For support or legal inquiries, please contact: support@countr-ai.com

15. MISCELLANEOUS

15.1 Governing Law. This Agreement is governed by the laws of the State of California, without regard to its conflicts of law principles.

15.2 Entire Agreement. This document, together with any incorporated policies or Order Forms, constitutes the entire agreement.

EXHIBIT A – DATA PROCESSING ADDENDUM (DPA)

CountR© Inc. (“Provider”) will only process Customer Data as necessary to deliver the services described in this Agreement. Processing will be carried out in accordance with applicable data protection laws, including the California Consumer Privacy Act (CCPA), the California Privacy Rights Act (CPRA), and the EU General Data Protection Regulation (GDPR), where applicable.

Customer Data will be stored and processed in data centers located in the United States and within the European Union, including Hungary.

Provider implements industry-standard security measures to protect Customer Data, including encryption in transit and at rest, role-based access controls, and internal data access policies. Where personal data is transferred outside the European Economic Area (EEA), such transfers shall comply with applicable data protection laws and be subject to appropriate safeguards, including Standard Contractual Clauses where required. Subprocessors, if used, will be subject to written agreements requiring data protection standards no less protective than those described here. Provider will inform Customer in advance of any material changes involving subprocessors.

In the event of a personal data breach affecting Customer Data, Provider will notify Customer without undue delay and no later than 48 hours after becoming aware of the breach, and will cooperate to support compliance with applicable notification requirements.

Upon termination of the Agreement, Customer Data will be deleted or returned within 30 days, unless required to be retained by law.