Terms of Service

Effective date: 2026-09-13

1. Agreement

1.1 These Terms of Service ("Terms") are an agreement between Countz, Inc., 16185 Los Gatos Blvd #205, Los Gatos, CA 95032 ("Countz", "we", "us") and the organisation that requests, provisions or uses the Services ("Customer", "you"). They govern the Countz website, the Services and the Software.

1.2 You accept these Terms by requesting access, by creating or signing in to an account, by installing the Software, or by using the Services. If you accept on behalf of an organisation, you confirm that you are authorised to bind it. If you do not agree, do not use the Services.

1.3 If Customer and Countz have signed a separate agreement covering the Services, that agreement governs to the extent it conflicts with these Terms. The Privacy Notice and, where Countz processes personal data on Customer's behalf, Countz's Data Processing Addendum form part of these Terms. The Data Processing Addendum and Countz's Retention Policy are available from Countz on request.

2. Definitions

"Services" means the Countz products and services made available to Customer, together with the Documentation and any updates.

"Software" means any Countz software provided for installation, including software that runs within a third-party application.

"Users" means the individuals Customer authorises to use the Services under its account.

"Customer Data" means the data, files, records and other content that Customer or its Users submit to the Services or make available to them, including data read from Third-Party Systems.

"Third-Party Systems" means systems or applications not provided by Countz that Customer connects to the Services or within which the Software runs.

"Outputs" means the reports, analyses and other results the Services generate from Customer Data.

"Documentation" means the user documentation Countz provides for the Services.

"Beta Services" means Services or features that Countz designates as beta, preview, early access, pilot or similar.

3. Services

3.1 Countz will make the Services available to Customer in accordance with these Terms, and will provide the support it makes generally available for the Services.

3.2 Beta Services. Beta Services are provided for evaluation. They may be limited in scope, users or volume, may change or be discontinued at any time, may contain errors, and are provided without any service level, support commitment or warranty. Countz may make Beta Services generally available on other terms, including fees, on notice.

3.3 Countz may modify the Services from time to time, provided the modification does not materially reduce the core functionality of the Services during a paid term.

4. Accounts and Users

4.1 Customer designates an administrator who provisions Users. Customer is responsible for its Users, for their compliance with these Terms, for keeping credentials confidential, and for all activity under its account.

4.2 Customer will notify Countz promptly of any unauthorised use of its account. Countz may suspend a User or an account that it reasonably believes is compromised or in breach of these Terms.

4.3 Users must be at least 18 and act for Customer's business purposes. The Services are not offered to consumers.

5. Customer Data

5.1 As between the parties, Customer owns Customer Data and Outputs. Customer grants Countz a non-exclusive licence to host, process, transmit and display Customer Data as necessary to provide the Services, to prevent or address service or security problems, and as otherwise permitted by these Terms or instructed by Customer.

5.2 Countz processes personal data in Customer Data on Customer's behalf under the Data Processing Addendum, and personal data about Users and contacts as described in the Privacy Notice.

5.3 Countz does not use Customer Data or Outputs to train machine-learning models, and does not disclose them except as these Terms permit.

5.4 Customer is responsible for the accuracy and legality of Customer Data and for having the rights necessary to submit it to the Services, including data about its own customers, employees and counterparties.

5.5 Countz may generate and use aggregated, de-identified data about use of the Services that does not identify Customer, a User or any individual, to operate, secure and improve the Services. Countz will not attempt to re-identify such data and will not disclose it in a form that identifies Customer.

5.6 Countz will notify Customer without undue delay, and in any event within seventy-two hours, after confirming a security incident that has resulted in unauthorised access to or disclosure of Customer Data, and will provide the information reasonably needed to assess it. Personal data breaches are notified as the Data Processing Addendum provides.

6. Third-Party Systems and Customer environment

6.1 Customer may connect Third-Party Systems to the Services. Countz accesses them only under credentials Customer supplies and may revoke at any time. Third-Party Systems are governed by their own terms; Countz is not responsible for them, for their availability, or for changes to them that affect the Services.

6.2 Where Customer elects to have the Services deployed in an environment Customer controls, such as Customer's own cloud account, Customer is responsible for that environment, including its security, its cost, and the access it grants Countz. Countz is responsible for the Services it operates within the access granted. When Customer revokes that access, Countz's obligations for that environment end, and Customer decides what remains in it.

7. Software

7.1 Where Countz provides Software, Countz grants Customer a limited, non-exclusive, non-transferable licence to install and use it, in object code form, for Customer's internal business purposes during the term, subject to these Terms.

7.2 Where the Software runs within a Third-Party System, such as an AI assistant, that system and any account Customer holds with its provider are governed by the provider's terms. Countz is not a party to that agreement.

8. Outputs

8.1 Outputs are generated by automated means, including machine-learning models, from the Customer Data supplied. They may be incomplete or inaccurate, and they depend on the completeness and accuracy of Customer Data. Customer is responsible for evaluating Outputs before relying on them.

8.2 The Services do not provide accounting, audit, assurance, legal, tax, investment or other professional advice, and Outputs are not an opinion on financial statements. Customer and its professional advisers remain responsible for the judgments and decisions made on Outputs and for any filing, report or representation made to others.

9. Acceptable use

Customer will not, and will not permit Users or third parties to: (a) use the Services in breach of law or of third-party rights; (b) submit malicious code, or content that is unlawful, infringing or that Customer has no right to submit; (c) reverse engineer, decompile or derive source code, methods or models from the Services or Software except where law permits despite this clause; (d) copy, resell, sublicense, rent or provide the Services to third parties, or use them to build a competing product; (e) probe, scan or test the vulnerability of the Services without written permission, or circumvent access controls or usage limits; or (f) use automated means to access the website or Services except through interfaces Countz provides.

10. Intellectual property, feedback and publicity

10.1 Countz and its licensors own the Services, the Software, the Documentation and all related intellectual property, including improvements and the methods, templates and prompts used to produce Outputs. No rights are granted except those stated in these Terms. Countz's names and marks may not be used without written consent.

10.2 If Customer or a User provides suggestions, comments or other feedback about the Services, Countz may use it without restriction or obligation.

10.3 Neither party will use the other's name or marks publicly without prior written consent.

11. Confidentiality

11.1 "Confidential Information" means non-public information a party discloses to the other in connection with these Terms that is marked confidential or that a reasonable person would understand to be confidential. Customer Data and Outputs are Customer's Confidential Information; the Services, the Software, non-public features and pricing are Countz's.

11.2 The receiving party will use Confidential Information only to perform under these Terms, will protect it with at least reasonable care, and will disclose it only to its personnel and advisers who need it and are bound by confidentiality. Confidential Information excludes information that is or becomes public without breach, was already known to the recipient, is independently developed, or is received from a third party without restriction. A party may disclose Confidential Information when law requires, with prompt notice to the other where permitted.

11.3 These obligations last for three years after the Terms end, and for Customer Data and trade secrets for as long as they remain confidential.

12. Fees

12.1 The Services are provided without charge during the Beta Services period. If Countz later offers the Services for a fee, the fees, invoicing and payment terms will be stated in the applicable order or in updated Terms under section 18. Fees exclude taxes, which Customer pays except taxes on Countz's income.

12.2 Where the Services run in an environment Customer controls, Customer pays its provider directly for the resources the Services use there.

13. Term, suspension and termination

13.1 These Terms apply from the earlier of acceptance and first use, and continue until terminated.

13.2 Either party may terminate these Terms for convenience on thirty days' written notice, and immediately if the other party materially breaches them and fails to cure within fifteen days of notice, or becomes insolvent.

13.3 Countz may suspend access, in whole or in part, where reasonably necessary to prevent harm to the Services, other customers or third parties, to comply with law, or on non-payment where fees apply, and will restore access when the cause is resolved.

13.4 On termination Customer's right to use the Services and Software ends. Countz returns or deletes Customer Data as the Data Processing Addendum and the Retention Policy provide. Sections 5.3, 5.5, 8, 10, 11, 14, 15, 16, 19 and 20 survive.

14. Warranties and disclaimers

14.1 Each party warrants that it has the authority to enter into these Terms. Countz warrants that the Services will perform materially in accordance with the Documentation; Customer's remedy for breach of this warranty is correction of the non-conformity or, if Countz cannot correct it within a reasonable time, termination and a refund of prepaid unused fees. This warranty does not apply to Beta Services.

14.2 EXCEPT AS STATED IN THESE TERMS, THE SERVICES, SOFTWARE, DOCUMENTATION AND OUTPUTS ARE PROVIDED "AS IS", AND COUNTZ DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY AND UNINTERRUPTED OR ERROR-FREE OPERATION, TO THE EXTENT LAW PERMITS.

15. Limitation of liability

15.1 TO THE EXTENT LAW PERMITS, NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, DATA, GOODWILL OR BUSINESS OPPORTUNITY, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THEIR POSSIBILITY.

15.2 TO THE EXTENT LAW PERMITS, EACH PARTY'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER IN THE TWELVE MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR US $1,000, WHICHEVER IS GREATER.

15.3 These limits do not apply to a party's indemnification obligations, to infringement or misappropriation of the other party's intellectual property, to a party's gross negligence or wilful misconduct, to Customer's payment obligations, or to liability that cannot be limited by law.

15.4 TO THE EXTENT LAW PERMITS, EACH PARTY'S TOTAL LIABILITY FOR BREACH OF SECTION 11 WILL NOT EXCEED THE GREATER OF US $1,000 OR THREE TIMES THE FEES PAID OR PAYABLE BY CUSTOMER IN THE TWELVE MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM. FOR SUCH CLAIMS THIS LIMIT APPLIES IN PLACE OF THE LIMIT IN SECTION 15.2.

16. Indemnification

16.1 Countz will defend Customer against any third-party claim that the Services, used as permitted, infringe that party's intellectual property rights, and will pay resulting damages and costs finally awarded or agreed in settlement. Countz may modify or replace the Services, procure the rights, or terminate the affected Services and refund prepaid unused fees. Countz has no obligation for claims arising from Customer Data, Third-Party Systems, combinations with items Countz did not supply, or use in breach of these Terms.

16.2 Customer will defend Countz against any third-party claim alleging that Customer Data, or Customer's or a User's use of the Services in breach of these Terms, infringes or misappropriates that party's intellectual property rights or violates applicable law, and will pay resulting damages and costs finally awarded or agreed in settlement.

16.3 The indemnified party will give prompt notice of the claim, sole control of its defence and settlement to the indemnifying party (which may not admit fault on the indemnified party's behalf without consent), and reasonable cooperation at the indemnifying party's expense.

17. Website

Countz's website, its content and its request form are provided for information and to request access. Countz may change or remove website content at any time. Sections 9, 10, 14, 15, 19 and 20 apply to website use.

18. Changes to these Terms

Countz may update these Terms. Countz will post the updated version with a new effective date and, for material changes, notify Customer's administrator or account holders at least thirty days before they take effect. Continued use after the effective date is acceptance. If Customer does not agree, it may terminate under section 13.

19. Governing law and disputes

19.1 These Terms are governed by the laws of the State of California and the federal laws of the United States, without regard to conflict-of-law rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

19.2 The state and federal courts located in Santa Clara County, California have exclusive jurisdiction over disputes arising out of these Terms, and each party submits to them. Either party may seek injunctive relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information.

20. General

20.1 Entire agreement and precedence. These Terms, the Data Processing Addendum, the Privacy Notice and any signed agreement or order are the entire agreement about the Services and supersede prior agreements. In a conflict: a signed agreement, then the Data Processing Addendum as to personal data, then these Terms.

20.2 Assignment. Neither party may assign these Terms without the other's written consent, except to a successor in a merger, acquisition or sale of substantially all its assets, on notice.

20.3 Notices. Notices to Countz go to support@countz.ai and to 16185 Los Gatos Blvd #205, Los Gatos, CA 95032; notices to Customer go to its administrator's email on record. Notices are effective on receipt.

20.4 Export and sanctions. Each party will comply with applicable export-control and sanctions laws, and Customer confirms it and its Users are not on a restricted-party list.

20.5 Independent contractors; no third-party beneficiaries; severability; waiver. The parties are independent contractors. No third party has rights under these Terms. If a provision is unenforceable, the rest remains in effect. A failure to enforce is not a waiver.

20.6 Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, other than payment obligations.

21. Contact

Countz, Inc., 16185 Los Gatos Blvd #205, Los Gatos, CA 95032. Email support@countz.ai.