Terms of Service

(As of June 15, 2016)

 

1. THIS IS AN AGREEMENT BETWEEN YOU AND COUNTR

PLEASE CAREFULLY READ ALL OF THE FOLLOWING TERMS AND CONDITIONS BEFORE USING COUNTR.

These terms and conditions of service (“TOS”) govern your use of Countr, which is comprised of www.countr.com and any related applications (including web browser extensions and mobile applications)(“Platform”) and includes their respective internet-based services, features, content, and functionality (“Service” or “Services”). Countr, Inc. is a corporation organized under the laws of the State of Delaware (“Company”), and is the owner and operator of the Platform. Company and its licensors, suppliers, affiliates, agents, directors, officers, employees, representatives, successors, and assigns (referred to collectively with Company as “we,” “us,” or “our”) may, at our sole discretion and at any time discontinue this Platform in whole or in part or may prevent or restrict your use of the Platform or any Service, in each case with or without notice to you.

By accepting these terms and conditions, or by using the Platform, you acknowledge and agree to be legally bound by these TOS which incorporate by reference our Privacy Notice (“Privacy Notice”). If you do not agree to these TOS, please do not use the Platform.

We reserve the right to change these TOS at any time for any reason and without notice, and such modifications shall be deemed effective immediately upon posting of the modified terms. You are responsible for regularly reviewing these TOS, and if you continue to use the Platform after we post any changes to these TOS, you are deemed to have accepted those changes. If you do not accept any such change, you should immediately stop using the Platform and Services. We expressly reject any terms and conditions you propose which are in addition to or which conflict with these TOS; such proposals shall be of no force or effect.

2. DESCRIPTION OF THE PLATFORM AND SERVICES

Countr provides you with a personalized, fully-integrated and streamlined shopping experience based upon the information you share and can earn you incentives for your online shopping actions and social behavior. The Platform and Services help you achieve this in two ways: (i) by allowing you to make purchases directly from online merchants through one streamlined check out process and (ii) to analyze your information provided and collected through the Platform and Services, including social history and purchase history, to create a measure or score representative of your clout as an online consumer (“Countrweight”). Your Countrweight is calculated by applying proprietary algorithms to the information that we collect about you through your use of the Platform and Services. Our information collection and use is subject to our Privacy Notice.

Countr uses your Countrweight to suggest items and merchants that may be of interest to you and to allow you to leverage your data and purchasing history to get special promotional offers, rewards, discounts, and benefits from participating merchants. You acknowledge that changes the Platform, Services, our algorithms, or your information may result in a change in your Countrweight, and that we are not liable to you or any third party for any modification of our algorithms, Platform, Services, or your Countrweight.

3. ACCOUNT REGISTRATION

To take advantage of certain features of the Services, users of the Platform or Services (“Users”) must create an account (“Account”). You represent and warrant that all registration information provided by you in connection with accessing and/or using the Services is true, accurate, current and complete at the time of registration and you must update all such registration information if at any time such information becomes untrue or inaccurate. Our use of any personal information that you provide to us during the account creation or modification process is governed by our Privacy Notice.

When you create an Account, you take full responsibility for maintaining the confidentiality of your Account username and password and for all activity that is generated by your Account. Accordingly, you understand and agree that you will be liable for any activity performed by anyone using your Account, including without limitation any purchases made, charges incurred or content provided. You shall immediately notify us in writing of any unauthorized use of your Account or any other breach of security.

4. SERVICES NOT INTENDED FOR CHILDREN

You must be at least 18 years of age or the age of legal majority in your jurisdiction (if different from 18) to obtain an Account. The Platform and the Services are not targeted at children under the age of 13 and under no circumstances may anyone under age 13 use the Platform or Services. Parents or legal guardians of children under 13 cannot agree to these terms on their behalf. If you are the parent or legal guardian of a child under 13 who has created an Account, please contact us at help@countr.com to have that child's account terminated and information deleted.

5. RIGHT TO ACCESS AND RESTRICTIONS ON USE

Subject to your compliance with these TOS, we hereby grant you a limited, personal, non-exclusive, non-sublicensable, revocable, non-transferrable license to: (i) access and use the Platform on your personal computer or device solely in connection with your use of the Services; and (ii) access and use any content, information and related materials that may be made available through the Services, in each case solely for your personal, noncommercial use. Company and its licensors reserve all rights not expressly granted to you herein.

6. PROHIBITED ACTIVITIES

You may not use the Platform or Services to: (i) violate or infringe upon the rights of others in any way, including without limitation rights of privacy, publicity, and intellectual property, (ii) violate or facilitate the violation of any law, regulation, rule, or ordinance or to encourage others to violate any of the same, (iii) send unsolicited communications of any type or nature, including without limitation to contact Users for employment, contracting, or any purpose not related to your permitted use of the Services, (iv) transmit, relay, or otherwise communicate vulgar, unlawful, obscene, profane, tortious, hateful, libelous, indecent, offensive, or otherwise objectionable (as we determine in our sole discretion) materials or information, (v) falsify your identity or impersonate another person or entity, or (vi) engage in conduct that limits the use and enjoyment of any part of the Services by other Users in any way, in each case as we determine in our sole and absolute discretion.

In addition, you shall not: (1) reverse engineer, disassemble, alter, decompile, duplicate, create derivative works from, make copies of, extract information from, distribute, license, lease, sell, resell, transfer, publicly display, publicly perform, transmit, stream, broadcast, or otherwise exploit the Platform or Services in whole or in part except as we expressly permit, (2) post any software, link, or content that directly or indirectly contains any virus, corrupted file, or any other similar mechanism that may adversely affect the operation of the Platform or Services, (3) connect, use, or attempt to connect or use in any way the Services for purposes other than your private, personal use as explicitly offered on the Platform, (4) link to, mirror, or frame any portion of the Platform except as we expressly permit, (5) incorporate, integrate, or otherwise include any portion of the Services that is comprised of software into any software, program, or product that communicates, accesses, or otherwise connects with the Services, (6) cause or launch any programs or scripts for the purpose of scraping, indexing, surveying, or otherwise data mining any portion of the Platform or Services or unduly burdening or hindering the operation and/or functionality of any aspect of the Platform or Services, (7) attempt to gain unauthorized access to or impair any aspect of the Platform or Services or related systems or networks, (8) remove any copyright, trademark, or other proprietary notice from any portion of the Platform or Services, or (9) authorize or assist any third party to do any of the foregoing things described in this section.

7. TERMINATION; VIOLATIONS; ACCESS RESTRICTION

We may terminate this Agreement or terminate or suspend your access to the Platform or Services at any time with or without cause and with or without notice. Upon such termination or suspension, your right to use the Platform and its Services ceases immediately.

If you violate these TOS in any way, we have the right in our sole discretion to terminate or suspend your Account, remove or modify any Account-related content or access, and to take any other action that we believe is appropriate. We may investigate violations of these TOS and may involve and cooperate with law enforcement authorities in taking legal action against Users who are involved in such violations, including without limitation pursuing civil, criminal, and injunctive redress. You hereby indemnify, waive and hold us harmless from all claims resulting from any action we take during or as a result of our investigation and from all actions taken as a consequence of such investigations by us or law enforcement authorities.

You shall not register under a different username or identity after your Account has been suspended or terminated, including in the name of a third party even if you are acting on behalf of such third party. These TOS shall remain enforceable against you even after the termination or suspension of your Account.

You may terminate this Agreement at any time by ceasing your use of the Platform and the Services. All of these TOS which by their nature should survive the expiration or termination of this Agreement shall continue in full force and effect after and notwithstanding the expiration or termination of this Agreement.

8. USER GENERATED CONTENT

By design, the nature of the Platform and Services are interactive and public. Certain Services may permit you to use your Account to upload, post or submit reviews of merchants (or their products or your purchases), images, data, text, files, links, or other materials and terms of expression (collectively, “User Generated Content”). You are solely responsible for your User Generated Content. Your User Generated Content shall only include items which you believe to be true and which you are legally entitled to publish. You will not provide false or misleading information in your User Generated Content. You also understand and agree that we may use your User Generated Content anywhere, anytime and for any reason whatsoever subject to these TOS.

We reserve the right in our sole discretion and without obligation to monitor User Generated Content to ensure conformity with these TOS and any applicable laws, rules, ordinances, and regulations of any authority having proper jurisdiction. We have the right but not the obligation to edit, delete, truncate, refuse to post, and to remove User Generated Content for any reason, including without limitation if we believe or determined in our sole and absolute discretion that any User Generated Content contains any of the following:

1. Material that is unlawful, harmful, tortious, defamatory, libelous, obscene, invasive of the privacy, threatening, harassing, abusive, hateful, racist, infringing, pornographic, violent, or otherwise objectionable or inappropriate;

2. Material for which you have not obtained any necessary rights or permissions;

3. Material that contains personal information of an individual (e.g., email addresses, URLs, phone numbers, and postal addresses) or anything that you may be under an obligation to keep private or confidential;

4. Reference to illegal activity, malpractice, or false advertising;

5. Material that does not address the relevant topic or has no qualitative value;

6. Material that violates any right of another;

7. Material that contains a personal attack;

8. Material that contains business solicitation of any type other than expressly approved by us, including advertising a product or service, offering a product or service, or directing readers to a location for more information;

9. Material that is intended to impersonate another User(s) (including names of other individuals) or contains offensive or inappropriate usernames or signatures;

10. Material that is encrypted or that contains a virus, Trojan horse, worm, time bomb, cancelbot, or other computer programming routine that is intended to damage, interfere with, intercept, or appropriate any system, data, or personal information;

11. Material that otherwise violates these TOS or that may harm or threaten the safety of other users; and

12. Material that is false or intentionally misleading.

Notwithstanding the generality of the above, you specifically agree that your reviews:

1. Will be accurate, honest, truthful, and complete;

2. Will not result in any compensation to You; and

3. Will not include hyperlinks or promotional information for an alternative provider of goods or services.

By submitting User Generated Content on the Platform or through the Services, you hereby grant us an irrevocable, perpetual, unrestricted, transferable, fully-paid, royalty-free, and worldwide license to use, reproduce, broadcast, modify, adapt, translate, transmit, sell, store, privately and publicly display and perform, create derivative works based upon, distribute, and promote your User Generated Content through all or any portion of the Platform and Services, including without limitation such other products or services as we may designate in any medium now known or hereafter devised, for editorial, commercial, promotional, and all other purposes. You waive any right to inspect or approve uses of User Generated Content you submit or to be compensated for any such uses. We are under no obligation to give credit or pay any consideration to you for your User Generated Content. We own all right, title, and interest in any compilation, collective work or other derivative work created by us using or incorporating any of your User Generated Content.

You also permit any User of the Services or Platform to access, display, view, store, and reproduce for personal use any of your User Generated Content.

9. YOUR USE OF OTHER USERS’ CONTENT

We do not control, verify or endorse any materials posted by third-parties through the Service or Platform, and do not guarantee the accuracy, integrity, timeliness or quality of such content. You understand that, by using the Services or accessing the Platform, you may be exposed to content that is offensive, indecent or objectionable. These TOS do not create any private right of action or any reasonable expectation that the Platform will not contain any content that is prohibited by these use prohibition provisions set forth in this TOS. You agree that you must evaluate and bear all risks associated with the use of any content on the Platform, including any reliance on the content, integrity, and accuracy of such content, including without limitation any Reviews. As such, you should undertake your own research to be satisfied that a specific User is appropriate for you to conduct business with. We do not assume responsibility or liability for any content generated by Users or for any claims, damages, or losses resulting from any use of any content generated by Users.

If you believe that something on the Platform violates these TOS, please email to help@countr.com.

10. PROPRIETARY INFORMATION

As you use the Platform and Services, you should expect to receive, access, or use information, text, materials, graphics, software, sound, data, advertising, and other content (collectively, "Countr Content") provided by us. You acknowledge that the Platform and Services, and any Countr Content or software available through or used in connection with the Platform and Services, including without limitation proprietary databases, software, servers, components, and algorithms necessary to operate and provide the Platform and Services, contain proprietary and confidential information that is owned or licensed by us, and is protected by applicable intellectual property and other laws. You acknowledge that Countr Content made available via the Platform, but provided by third parties may be subject to separate Terms and Conditions established by those third parties. Our formatting of such content, including the selection of such available content, and its arrangement, enhancement and coordination, is copyright protected by us. You further acknowledge that Countr Content contained in information presented to you is protected by copyright, trademarks, service marks, patents, or other proprietary rights and laws. Except as we expressly authorize, you shall not modify, rent, lease, loan, sell, publish, transmit, distribute, create derivative works based on, or in any way exploit the Platform, Services, or any Countr Content in whole or in part. Except as expressly permitted hereunder, you are not permitted to store any portion of the Countr Content in a computer unless it is for personal and non-commercial use.

The Platform and all of its contents are copyrighted by the Company with an address of 319 Lafayette Street, Mailbox 144, New York, NY 10012. The Company name and any logos and/or other Company trademarks for the products and services referenced herein are trademarks of Company and its affiliates. Any rights not expressly granted herein are reserved.

To the extent you submit to us any ideas, concepts, know-how, drawings, techniques, or other materials and/or information of any kind, you agree that we are free to use any and all of the foregoing without further permission or payment to you or any third party.

11. INFORMATION FROM PLATFORM AND SERVICES

We do not warrant or guarantee the accuracy, completeness or timeliness of any information available via the Services or on the Platform. We do not authorize the use of information available via the Services or on the Platform for any purpose other than your personal use. You may not resell, redistribute or use this information for commercial purposes. We do not endorse or recommend any particular product or service or its provider.

12. ADVERTISING

The Services may include third party advertisements which are necessary for us to provide the Services. Your business dealings or interactions for products and services with third party advertisers are solely between you and such third party as we do not endorse, approve, or control any such advertising, products, or services. We shall not be liable for any damages resulting from the presence of advertisements for third party products and services.

13. LINKS; THIRD PARTY SERVICES

Certain portions of the Platform contain features and functionality that may link to or be provided from third parties, including without limitation any participating merchants, payment processors, website platforms, directories, servers, networks, and systems (collectively, “Third Party Services”). We provide access to these Third Party Services to you as a convenience only and we do not, in any way control or manage such Third Party Services. We are not responsible for the content, functionality, accuracy, truthfulness, or availability of Third Party Services or any link contained therein. By making Third Party Services available, we are not endorsing or warranting any Third Party Services in any way. We cannot be responsible for the content, security, or terms (including privacy policies) of Third Party Services. You should carefully review such privacy statements, content, and other conditions of use.

Third Party Services may also include prepaid cards or gift cards that are processed, managed, distributed, and/or provided by one or more third parties. If we make available to you a prepaid card or a gift card or access to the same (such as via a link), you acknowledge that you are bound by all applicable terms, conditions, and policies associated with such prepaid card or gift card. You agree that we are not liable for any losses or damages you may incur in connection with any prepaid card or gift card that we may provide to you.

14. FEES

We may charge you a service, subscription, or processing fee from time to time on a regular, recurring, non-regular, or non-recurring basis, and if we do charge a fee, you agree to timely pay all fees. You also understand that any fees that you pay to us may not be refundable. However, we may refund you any fee that you have paid at our sole discretion. You will be provided notice of any fee that we may charge before you are required to pay it.

15. FEEDBACK

We appreciate our Users' interest in improving and expanding the Platform and Services. If you choose to send us content, information, ideas, suggestions, or other material relating to the Platform, Services, or our business ("Feedback"), you hereby assign such Feedback to Company, and you agree that we are free to use any Feedback for any purposes whatsoever, including, without limitation, developing, marketing, and improving our products and services, without any liability or payment of any kind to you or anyone else.

16. AVAILABILITY

Our goal is to provide a service with outstanding uptime and reliability. Planned downtime, intellectual property claims, and matters outside of our reasonable control are some of the circumstances that may lead to the Platform or some of the Services being unavailable. Although we strive to operate without interruption, we do not guarantee that the Platform or any Service will always be made available.

17. INFORMATION SECURITY

We have used commercially reasonable efforts to implement a variety of administrative, managerial, and technical security measures designed to protect your personal information from unauthorized use and disclosure. We cannot, however, guarantee security of the information contained in your Account, your User Generated Content, or otherwise collected by us and we cannot promise that such measures will prevent third party "hackers" from illegally accessing the Platform, Services, or their contents. We are not responsible or liable for any third party access to or use of the information contained in your Account, Your Materials, or otherwise collected by us.

18. WE MAKE NO WARRANTY

WE PROVIDE THE SERVICES AND PLATFORM "AS IS," "WITH ALL FAULTS," AND "AS AVAILABLE," AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, SECURITY, AND EFFORT IS WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE MAKE NO EXPRESS OR IMPLIED REPRESENTATION, WARRANTY, OR CONDITION. WE DISCLAIM ANY AND ALL WARRANTIES OR CONDITIONS, EXPRESS, STATUTORY, AND IMPLIED, INCLUDING WITHOUT LIMITATION: (i) WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, ACCURACY, TITLE, AND NON-INFRINGEMENT, (ii) WARRANTIES OR CONDITIONS ARISING THROUGH COURSE OF DEALING OR USAGE OF TRADE, AND (iii) WARRANTIES OR CONDITIONS THAT ACCESS TO OR USE OF THE PLATFORM AND SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.

WE DO NOT WARRANT THAT THE PLATFORM OR SERVICES ARE FREE OF COMPUTER VIRUSES OR OTHER HARMFUL MECHANISMS. YOU UNDERSTAND AND AGREE THAT YOU DOWNLOAD OR OTHERWISE OBTAIN MATERIAL OR DATA THROUGH THE USE OF THE PLATFORM OR SERVICES AT YOUR OWN DISCRETION AND RISK AND THAT YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM ANY SUCH DOWNLOAD. IF YOUR USE OF THE PLATFORM OR THE SERVICES RESULTS IN THE NEED FOR SERVICING OR REPLACEMENT OF EQUIPMENT OR DATA, WE ARE NOT RESPONSIBLE FOR THOSE COSTS.

WE CANNOT AND DO NOT WARRANT THAT INFORMATION SUPPLIED BY YOU, INCLUDING ANY PERSONAL OR FINANCIAL INFORMATION, WILL NOT BE INTERCEPTED, DELETED, MISAPPROPRIATED, OR USED BY OTHERS.

WE DO NOT WARRANT ANY GOODS OR SERVICES PURCHASED BY YOU AND DO NOT RECOMMEND OR ENDORSE ANY PARTICULAR MERCHANT.

BECAUSE WE ARE NOT PARTY TO THE TRANSACTIONS BETWEEN USERS AND MERCHANTS, IF A DISPUTE ARISES BETWEEN ONE OR MORE USERS AND ANY MERCHANT(S), EACH USER AND MERCHANT RELEASES US FROM ANY AND ALL CLAIMS, DEMANDS, AND DAMAGES OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES.

19. LIABILITY LIMITATION; YOUR EXCLUSIVE REMEDY

YOU ACKNOWLEDGE AND AGREE THAT WE ARE ONLY WILLING TO PROVIDE YOU THE PLATFORM AND THE SERVICES IF YOU AGREE TO CERTAIN LIMITATIONS OF OUR LIABILITY TO YOU AND TO THIRD PARTIES. IN NO EVENT WILL WE BE LIABLE FOR ANY DAMAGES, INCLUDING WITHOUT LIMITATION ANY DIRECT, INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES, ARISING OUT OF, BASED ON, OR RESULTING FROM THIS AGREEMENT OR YOUR USE OF THE SERVICES OR THE PLATFORM, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE EXCLUSION OF DAMAGES HEREUNDER IS INDEPENDENT OF YOUR EXCLUSIVE REMEDY AND SURVIVES IF SUCH REMEDY FAILS OF ITS ESSENTIAL PURPOSE OR IS OTHERWISE DEEMED UNENFORCEABLE. THESE LIMITATIONS AND EXCLUSIONS APPLY WITHOUT REGARD TO WHETHER THE DAMAGES ARISE FROM: (i) BREACH OF CONTRACT, (ii) BREACH OF WARRANTY, (iii) NEGLIGENCE, OR (iv) ANY OTHER CAUSE OF ACTION, TO THE EXTENT SUCH EXCLUSION AND LIMITATIONS ARE NOT PROHIBITED BY APPLICABLE LAW. IF YOU ARE DISSATISFIED WITH THE PLATFORM OR SERVICES, IF YOU DO NOT AGREE WITH ANY PART OF THIS AGREEMENT, OR IF YOU HAVE ANY OTHER DISPUTE OR CLAIM WITH OR AGAINST US WITH RESPECT TO THIS AGREEMENT OR THE PLATFORM OR SERVICES, THEN YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE PLATFORM AND SERVICES. IN NO EVENT SHALL OUR TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING BUT NOT LIMITED TO, NEGLIGENCE) EXCEED THE GREATER OF: (i) THE AMOUNT PAID TO US BY YOU, IF ANY, FOR ACCESSING THIS PLATFORM IN THE PRIOR TWELVE (12) MONTHS, OR (ii) ONE HUNDRED U.S. DOLLARS ($100.00 USD).

20. INDEMNIFICATION

You shall release, indemnify, defend and hold harmless Company, its parent, subsidiaries and affiliates, and its and their shareholders, officers, directors, employees, agents and advisors, from and against any and all losses, liabilities, claims (including claims without legal merit or brought in bad faith), demands, damages, costs or expenses, causes of action, suits, proceedings, judgments, awards, executions and liens, including reasonable attorneys’ fees and costs (whether brought by third parties, to enforce this provision, or otherwise) (collectively, “Claims”) due to or arising out of your User Generated Content that you submit, post, transmit, modify or otherwise make available through the Services, your use of the Platform or the Services, your connection to the Platform or the Services, your breach of this Agreement, or your violation of any rights of another. Without excusing your indemnity obligations hereunder, we reserve the right, at our own expense, to assume the exclusive defense and control of any matter subject to indemnification by you.

21. GOVERNING LAW AND DISPUTE RESOLUTION

Any claim for enforcement, breach or violation of duties or rights under this Agreement will be adjudicated under the laws of the state of Delaware without reference to conflict of laws principles and notwithstanding the choice of law provisions of the venue where any action is brought, where the violation occurred, where you may be located, or any other jurisdiction. You hereby irrevocably consent to the exclusive jurisdiction and venue of the state and federal courts of Delaware in all disputes arising out of or relating to this Agreement or the use of the Platform and Services and waive any defense of lack of personal jurisdiction or improper venue or forum non conveniens to a claim brought in such courts. Use of the Platform and Services is unauthorized in any jurisdiction that does not give effect to all provisions of this Agreement, including without limitation this Section.

22. CLASS ACTION WAIVER; WAIVER OF JURY TRIAL

ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. BY ENTERING INTO THESE TERMS, YOU AND THE COMPANY EACH WAIVE THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

23. YOU HAVE LIMITED TIME TO BRING A LEGAL CLAIM

YOU AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SERVICE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

24. INTERPRETING THE AGREEMENT; ASSIGNMENT

If for any reason a court of competent jurisdiction finds any provision or portion of this Agreement to be unenforceable, the remainder of this Agreement will continue in full force and effect. A printed version of this Agreement and any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. We may assign this Agreement, in whole or in part, at any time with or without notice to you. You may not assign this Agreement. Except as expressly stated herein, this Agreement is the entire agreement between you and us with respect to the Platform and Services, and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and us with respect to the Platform and Services. The section titles in the Agreement are solely used for the convenience of the parties and have no legal or contractual significance.

25. INTELLECTUAL PROPERTY INFRINGEMENT

We respect the intellectual property rights of others, and we ask our Users, advertisers, licensors, and service providers to do the same. If you believe that your intellectual property is accessible on or through the Service in a way that constitutes infringement, please contact us at help@countr.com to report any alleged infringement. It is our policy to terminate User Accounts of repeat infringers.

26. ELECTRONIC COMMUNICATIONS

The very nature of the Services provides communications between you and us by electronic means (e.g., via the Platform, email, text message). For purposes of forming a legally binding agreement, you consent to receive communications from us in electronic form and agree that all terms and conditions, notices, disclosures, other communications, and this Agreement that we provide to you electronically satisfy any applicable legal requirements, including that these be made in writing. You acknowledge that there is inherent risk in use of the Internet and that information transmitted through the Internet in general is not confidential. We cannot and do not guarantee the privacy or protection of any electronic communications through the Internet.

27. WAIVER AND SEVERABILITY

Our failure to exercise or enforce any right or provision of these TOS shall not constitute a waiver of such right or provision. If any provision of these TOS is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of these TOS will continue in full force and effect.

28. ENTIRE AGREEMENT

These TOS, our Privacy Notice, and any other terms and conditions of service on the Platform constitute the sole and entire agreement between you and the Company with respect to the Platform and Services and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Platform and Services.