CounterTack Terms of Use

COUNTERTACK, INC.

Terms of Use

Welcome to CounterTack! By using the www.countertack.com web site and its subdomains (the “Website”), you (“you”) indicate your unconditional acceptance of the following Terms of Use on your own behalf and on behalf of any organization you represent. Please read these Terms of Use carefully, as they may have changed since your last visit. We reserve the right to change these Terms of Use from time to time for any reason, which shall be effected by posting of the updated Terms of Use to shop.countertack.com/terms-of-use; your continued use of this Website and any related services shall constitute acceptance of such changes. Your use of our Website is also subject to our Privacy Policy at shop.countertack.com/privacy.

PLEASE READ THESE TERMS OF USE CAREFULLY, AS THEY CREATE A BINDING CONTRACT BETWEEN YOU AND COUNTERTACK, INC. AND ESTABLISH A WAIVER OF CLASS ACTIONS.

1. Scope of Service.

CounterTack, Inc. (“CounterTack” “our” or “we”) maintains this Website, and provides related services, as a service to the user community that visits the Website subject to these Terms of Use. Our Website describes the nature of the information and services available through our Website from time to time (“Services”), including our eShop on-line store, and our products and services available for purchase through the Website (“Products”). We may alter, suspend, or discontinue this Website and/or our Services and/or any Products, in whole or in part, at any time and for any reason, without notice. The Website may also periodically become unavailable due to maintenance or malfunction of computer equipment or for other reasons.

2. Account Creation.

Certain of our Services may be reserved for registered users, for which we will ask you to complete a registration form and provide a user name or email and create a password (“Login Credentials”). You are responsible for protecting your Login Credentials from unauthorized use, and you are responsible for all activity that occurs on your account (including without limitation financial obligations). You agree to notify us immediately if you believe that your Login Credentials have been or may be used without your permission so that appropriate action can be taken. We are not responsible for losses or damage caused by your failure to safeguard your Login Credentials. You are responsible for keeping your registration information up to date through your account page, to the extent such feature is made available on the Website.

As a registered user of CounterTack, you agree to receive emails and newsletters from us regarding our Services and regarding matters of interest to our users generally. We may from time to time send you push notifications or email messages with information about upcoming events, or information about our service offerings from us and our partners. You may opt-out from receiving our newsletter by emailing marketing@countertack.com or selecting to unsubscribe as may be provided in the applicable e-mail correspondence.

3. Your Right to Use our Website.

Our Website and related services and newsletters, and all information, text, images, audio, video, data, links, software, or other material on our Website or provided to you through our Website (“CounterTack Content”) is the property of CounterTack or its licensors. CounterTack Content is protected by copyright, trademark, patent, trade secret and other rights of CounterTack and its licensors, and, as between you and CounterTack, CounterTack retains all rights in the CounterTack Content and the Website.

We grant to you a non-transferable, non-sublicensable, non-exclusive, revocable, and limited right to access and use the Website and CounterTack Content solely for your internal business use for the purposes of your consideration of purchasing CounterTack’s Products or Services. You shall use CounterTack Content solely as expressly permitted by these Terms of Use. The service marks and trademarks of CounterTack, including without limitation “CounterTack” and the CounterTack logos, are service marks or trademarks owned by CounterTack, Inc. Any other trademarks, service marks, logos and/or trade names appearing via the Website are the property of their respective owners. You may not copy or use any of these marks, logos or trade names without the express prior written consent of the owner. You may not remove copyright, trademark, and other proprietary notices from the CounterTack Content.

The CounterTack Content may contain typographical errors, other inadvertent errors, or inaccuracies. CounterTack reserves the right to make changes to document names and content, descriptions or specification, or other information, without obligation to issue any notice of such changes.

While we welcome your feedback, ideas, and suggestions, it is important to be aware of the following restrictions. If you send us feedback, ideas, or suggestions (collectively, “unsolicited ideas”), you agree that: (1) your unsolicited ideas become the property of CounterTack and you are not owed any compensation in exchange; (2) none of the unsolicited ideas contain confidential or proprietary information of any third party; (3) CounterTack may use or redistribute unsolicited ideas for any purpose and in any way; (4) there is no obligation for CounterTack to review your unsolicited ideas; and (5) CounterTack has no obligation to keep any unsolicited ideas confidential.

5. No Unlawful or Prohibited Use.

As a condition of your access to or use of the Website, you represent and warrant to CounterTack that you will not use the Website for any purpose that is unlawful, misleading, malicious, or discriminatory, or prohibited by these terms, conditions, or notices. You will not solicit login information or access an account belonging to someone else. You will not access the Website using automated means (such as harvesting bots, robots, spiders, or scrapers) without our permission. You may not use the Website in any manner that could damage, disable, overburden, or impair the Website or interfere with any other party's use and enjoyment of the Website.

6. Links or References to Third Party Sites or Products.

Our Website may provide you with the ability to link to external sites, or download content from third party sites, from time to time. Such external links on our Website will lead to other websites, including advertised products or content sold or otherwise made available by outside vendors and companies. We provide any such links as a convenience to you. We are not liable for the content, goods, services, advertising, or other materials found on any external websites. Although we may display ads and may have an affiliate referral relationship with third parties, we do not own or control outside companies selling products accessed through our Website, and are not responsible or liable for their company policies or the quality of their merchandise or services. Before buying anything, users are advised to carefully investigate the individual company policies of all online purchases that they intend to make. Any logo of an third party used on the Website is a trademark of such third party or its affiliates.

In no event shall any reference to any third party or third party product, content or service be construed as an approval or endorsement by CounterTack of that third party or of any product, content or service provided by a third party. Likewise, a link (including without limitation external websites that are framed by the Website as well as any advertisements displayed in connection therewith) to any third party website does not imply that we endorse or accept any responsibility for the content or use of such a website.

In connection with any purchases you may make through our Website, we utilize a third party payment processor; any information you provide to such payment processor is subject to that payment processor’s privacy policy.

7. Disclaimer of Warranty.

Under no circumstances will we be liable for any loss or damage caused by your reliance on information in any CounterTack Content or any Products or Services. It is your responsibility to evaluate the accuracy, completeness or usefulness of any information, opinion, advice or other content available through our Website, Products or Services. USE OF THE WEBSITE, PRODUCTS AND SERVICES IS ENTIRELY AT YOUR OWN RISK. YOU ACKNOWLEDGE THAT THE WEBSITE, THE COUNTERTACK CONTENT, COUNTERTACK PRODUCTS, AND ALL SERVICES, TEXT, IMAGES, AND OTHER INFORMATION ON OR ACCESSIBLE FROM THIS WEBSITE ARE PROVIDED “AS IS” AND MAY BE BASED IN PART ON CONTENT PROVIDED BY USERS AND THIRD PARTIES, WHICH ARE NOT VERIFIED BY COUNTERTACK, AND THAT ANY RESUME OR OTHER CONTENT OBTAINED THROUGH THE USE OF THE SERVICES OR COUNTERTACK PRODUCTS IS AT YOUR SOLE RISK AND DISCRETION.

ANY PURCHASE OF PRODUCTS OR SERVICES THROUGH THE WEBSITE IS SUBJECT TO THE SEPARATE TERMS AND CONDITIONS OF SALE THAT MAY BE PROVIDED BY COUNTERTACK IN CONNECTION WITH SUCH PRODUCTS OR SERVICES.

8. Limitation of Liability.

IN NO EVENT SHALL COUNTERTACK BE LIABLE TO ANY USER OF OUR WEBSITE OR SERVICES OR ANY OTHER PERSON OR ENTITY FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, LOSS OF USE, OR COSTS OF OBTAINING SUBSTITUTE GOODS OR SERVICES) ARISING OUT OF THE USE, INABILITY TO USE, UNAUTHORIZED ACCESS TO OR USE OR MISUSE OF THE WEBSITE OR ANY INFORMATION CONTAINED THEREON, WHETHER BASED UPON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES.

COUNTERTACK’S AGGREGATE LIABILITY FOR ALL CLAIMS ARISING FROM THIS AGREEMENT, CUMULATIVELY BETWEEN YOU AND COUNTERTACK, SHALL NOT EXCEED $1.00.

CLAIMS BROUGHT BY YOU OR COUNTERTACK MUST BE BROUGHT IN THAT PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

9. Indemnity.

By using our Website, you agree to indemnify, hold harmless and defend CounterTack from any claims, damages, losses, liabilities, and all costs and expenses of defense, including but not limited to, attorneys' fees, resulting directly or indirectly from a claim by a third party that arises in connection with your use of the Website or any of your users use of the Website.

10. Jurisdictional Issues.

CounterTack makes no representations that information on our Website is appropriate or available for use outside the United States. If you choose to access our Website from outside the United States, you do so on your own initiative and at your own risk and you agree and acknowledge that you are responsible for complying with all applicable United States laws as well as your local laws and regulations.

11. General Legal Terms; Waiver of Class Actions.

These Terms of Use constitute the entire agreement between CounterTack and you (this "Agreement"); provided, however, that certain provisions of these Terms of Use may be superseded by expressly designated legal notices or terms located on particular pages within this Website and by any terms and conditions agreed by you and CounterTack with respect to any specific Products or Services. If any part of these Terms of Use is held to be unlawful, void, or unenforceable, that part will be deemed severable and shall not affect the validity and enforceability of the remaining provisions. This Agreement and the resolution of any dispute related to this Agreement, including your use and access to Website and the Services shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without regard to its conflicts of law principles. Any legal action or proceeding between CounterTack and you related to this agreement will be governed exclusively by the laws of the Commonwealth of Massachusetts. Any dispute, claim, or controversy in connection with or arising under the use of our Services or this Agreement, its construction, existence, interpretation, validity, or any breach hereof which cannot be amicably settled between the parties, shall be finally and exclusively resolved by binding arbitration under the Rules of Arbitration of the American Arbitration Association then prevailing. THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES IS REQUIRED; THE RIGHT TO CLASS ARBITRATIONS AND CLASS ACTIONS IS HEREBY WAIVED BY YOU AND COUNTERTACK IN CONNECTION WITH ANY MATTERS ARISING IN CONNECTION WITH THE WEBSITE. The arbitration proceedings shall be held in Boston, Massachusetts, U.S.A.; the intentions of the parties as stated herein, international commercial practice, and the governing law of this Agreement.

If you have any questions about these Terms of Use, please contact CounterTack at info@countertack.com.

Copyright © 2015, CounterTack, Inc. All Rights Reserved.

Version: August 17, 2015