Effective: February 7, 2022 Thanks for using our services! These terms of service ("Terms") cover your use and access to our services, client software and websites ("Services") We use CountingWorks, Inc as our technology platform to enable us to provide our services in a secure environment By using our Services, you’re agreeing to be bound by these Terms, and our Privacy Policy If you’re using our Services for an organization, you’re agreeing to these Terms on behalf of that organization

Your Stuff & Your Permissions When you use our Services, you provide us with things like your files, content, messages, contacts, and so on ("Your Stuff") Your Stuff is yours These Terms don’t give us any rights to Your Stuff except for the limited rights that enable us to offer the Services

Our Services let you share Your Stuff with others, so please think carefully about what you share

You’re responsible for your conduct Your Stuff and you must comply with applicable laws Content in the Services may be protected by others’ intellectual property rights Please don’t copy, upload, download, or share content unless you have the right to do so We may review your conduct and content for compliance with these Terms With that said, we have no obligation to do so We aren’t responsible for the content people post and share via the Services

Help us keep you informed and Your Stuff protected Safeguard your password to the Services, and keep your account information current Don’t share your account credentials or give others access to your account

You may use our Services only as permitted by applicable law, including export control laws and regulations Finally, to use our Services, you must be at least 13, or in some cases, even older If you live in France, Germany, or the Netherlands, you must be at least 16 Please check your local law for the age of digital consent If you don’t meet these age requirements, you may not use the Services

Some of our Services allow you to download client software (“Software”) which may update automatically So long as you comply with these Terms, we give you a limited, nonexclusive, nontransferable, revocable license to use the Software, solely to access the Services To the extent any component of the Software may be offered under an open source license, we’ll make that license available to you and the provisions of that license may expressly override some of these Terms Unless the following restrictions are prohibited by law, you agree not to reverse engineer or decompile the Services, attempt to do so, or assist anyone in doing so

We sometimes release products and features that we are still testing and evaluating Those Services have been marked beta, preview, early access, or evaluation (or with words or phrases with similar meanings) and may not be as reliable as other non-beta services, so please keep that in mind

The Services are protected by copyright, trademark, and other US and foreign laws These Terms don’t grant you any right, title, or interest in the Services, others’ content in the Services, CountingWorks and our trademarks, logos and other brand features We welcome feedback, but note that we may use comments or suggestions without any obligation to you

We respect the intellectual property of others and ask that you do too We respond to notices of alleged copyright infringement if they comply with the law, and such notices should be reported to legal@CountingWorks com We reserve the right to delete or disable content alleged to be infringing and terminate accounts of repeat infringers Our designated agent for notice of alleged copyright infringement on the Services is:

• 2549 Eastbluff Drive #448
• Newport Beach, CA 92660 You’re free to stop using our Services at any time We reserve the right to suspend or terminate your access to the Services with notice to you if:
• (a) you’re in breach of these Terms
• (b) you’re using the Services in a manner that would cause a real risk of harm or loss to us or other users, or We won’t provide notice before termination where:
• (a) you’re in material breach of these Terms,
• (b) doing so would cause us legal liability or compromise our ability to provide the Services to our other users, or
• (c) we're prohibited from doing so by law

We may decide to discontinue the Services in response to unforeseen circumstances beyond CountingWorks control or to comply with a legal requirement If we do so, we’ll give you reasonable prior notice so that you can export Your Stuff from our systems

We strive to provide great Services, but there are certain things that we can't guarantee TO THE FULLEST EXTENT PERMITTED BY LAW, CountingWorks AND ITS AFFILIATES, SUPPLIERS AND DISTRIBUTORS MAKE NO WARRANTIES, EITHER EXPRESS OR IMPLIED, ABOUT THE SERVICES THE SERVICES ARE PROVIDED "AS IS " WE ALSO DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT Some places don’t allow the disclaimers in this paragraph, so they may not apply to you

WE DON’T EXCLUDE OR LIMIT OUR LIABILITY TO YOU WHERE IT WOULD BE ILLEGAL TO DO SO—THIS INCLUDES ANY LIABILITY FOR CountingWorks OR ITS AFFILIATES’ FRAUD OR FRAUDULENT MISREPRESENTATION IN PROVIDING THE SERVICES IN COUNTRIES WHERE THE FOLLOWING TYPES OF EXCLUSIONS AREN’T ALLOWED, WE'RE RESPONSIBLE TO YOU ONLY FOR LOSSES AND DAMAGES THAT ARE A REASONABLY FORESEEABLE RESULT OF OUR FAILURE TO USE REASONABLE CARE AND SKILL OR OUR BREACH OF OUR CONTRACT WITH YOU THIS PARAGRAPH DOESN’T AFFECT CONSUMER RIGHTS THAT CAN'T BE WAIVED OR LIMITED BY ANY CONTRACT OR AGREEMENT

IN COUNTRIES WHERE EXCLUSIONS OR LIMITATIONS OF LIABILITY ARE ALLOWED, CountingWorks, ITS AFFILIATES, SUPPLIERS OR DISTRIBUTORS WON’T BE LIABLE FOR:

• i
• ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, OR
• ii
• ANY LOSS OF USE, DATA, BUSINESS, OR PROFITS, REGARDLESS OF LEGAL THEORY

THESE EXCLUSIONS OR LIMITATIONS WILL APPLY REGARDLESS OF WHETHER OR NOT CountingWorks OR ANY OF ITS AFFILIATES HAS BEEN WARNED OF THE POSSIBILITY OF SUCH DAMAGES

IF YOU USE THE SERVICES FOR ANY COMMERCIAL, BUSINESS, OR RE-SALE PURPOSE, CountingWorks, ITS AFFILIATES, SUPPLIERS OR DISTRIBUTORS WILL HAVE NO LIABILITY TO YOU FOR ANY LOSS OF PROFIT, LOSS OF BUSINESS, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS OPPORTUNITY CountingWorks AND ITS AFFILIATES AREN’T RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER OF THE SERVICES

Let’s Try To Sort Things Out First We want to address your concerns without needing a formal legal case Before filing a claim against CountingWorks or our affiliates, you agree to try to resolve the dispute informally by contacting legal@CountingWorks com We’ll try to resolve the dispute informally by contacting you via email

Judicial forum for disputes You and CountingWorks agree that any judicial proceeding to resolve claims relating to these Terms or the Services will be brought in the federal or state courts of Orange County, California, subject to the mandatory arbitration provisions below Both you and CountingWorks consent to venue and personal jurisdiction in such courts If you reside in a country (for example, European Union member states) with laws that give consumers the right to bring disputes in their local courts, this paragraph doesn’t affect those requirements

IF YOU’RE A U S RESIDENT, YOU ALSO AGREE TO THE FOLLOWING MANDATORY ARBITRATION PROVISIONS:

• We Both Agree To Arbitrate
• You and CountingWorks agree to resolve any claims relating to these Terms or the Services through final and binding arbitration by a single arbitrator
• This includes disputes arising out of or relating to interpretation or application of this “Mandatory Arbitration Provisions” section, including its enforceability, revocability, or validity
• Arbitration Procedures
• The American Arbitration Association (AAA) will administer the arbitration under its Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes
• The arbitration will be held in the United States county where you live or work, Orange County (CA), or any other location we agree to
• NO CLASS ACTIONS
• You may only resolve disputes with us on an individual basis, and may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action
• Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations aren’t allowed
• If this specific paragraph is held unenforceable, then the entirety of this “Mandatory Arbitration Provisions” section will be deemed void

These Terms will be governed by California law except for its conflicts of laws principles However, some countries (including those in the European Union) have laws that require agreements to be governed by the local laws of the consumer's country This paragraph doesn’t override those laws