THESE TERMS OF SERVICE (“TERMS”) SET FORTH THE LEGALLY BINDING TERMS AND CONDITIONS THAT GOVERN YOUR USE OF THE SERVICE AS DEFINED BELOW. BY ACCESSING OR USING THE SERVICE, YOU ARE ACCEPTING THESE TERMS (ON BEHALF OF YOURSELF OR THE ENTITY THAT YOU REPRESENT), AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ENTER INTO THESE TERMS (ON BEHALF OF YOURSELF OR THE ENTITY THAT YOU REPRESENT). YOU MAY NOT ACCESS OR USE THE SERVICE OR ACCEPT THE TERMS IF YOU ARE NOT AT LEAST THE AGE OF MAJORITY IN YOUR JURISDICTION OF RESIDENCE. IF YOU DO NOT AGREE WITH ALL OF THE PROVISIONS OF THESE TERMS, DO NOT ACCESS AND/OR USE THE SERVICE.
OVERVIEW
Welcome to Kountable’s website and platform for global trade. Kountable’s website, mobile applications, online trade platform and network (collectively, the “Service”) are operated by Kountable, Inc., a Delaware corporation (the “Company,” “Kountable” “we,” or “us”). By accessing or using our web site at www.kountable.com, our mobile applications, or our trade platform, including any subdomains thereof, you (the “User” or “you”) signify that you have read, understand and agree to be bound by these the Terms, regardless of whether you are a registered member of the Service.
Certain benefits and features of the Service may be subject to additional guidelines, terms, or rules, which will be posted on the Kountable website in connection with such benefits and features. All such additional terms, guidelines, and rules are incorporated by reference into these Terms. In addition to these Terms, you may enter into a separate electronically signed trade agreement with us or Kountable’s wholly owned trading company, Kountable Trading LLC, that will govern specific Kountable trade transactions and services. If there is any contradiction between these Terms and another such trade agreement you enter into applicable to specific aspects of the Service, the other trade agreement shall take precedence in relation to the specific aspects of the Service to which it applies.
As used herein, “Users” means anyone who accesses and/or uses the Service and shall be deemed to include any business or other entity on behalf of which the Service is accessed by any other User, and “you” shall be deemed to include any such business or other entity and any person acting on behalf of any such business or other entity in connection with the use of the Service.
Any new features or tools which are added to the Service shall also be subject to the Terms and any supplemental terms linked to or referenced on the website. You can review the most current version of the Terms at any time on the Kountable website.
We reserve the right to update, change or replace any part of these Terms by posting updates and/or changes to our website. It is your responsibility to check this page periodically for changes. Your continued use of or access to the Service following the posting of any changes constitutes acceptance of those changes.
SECTION 1 – ACCOUNTS
Account Creation
In order to use certain features of the Service, you must register for an account (“Account”) and provide certain information about yourself as prompted by the Account registration form. You represent and warrant that: (a) all required registration information you submit is truthful and accurate (“Registration Data”); (b) you will maintain the accuracy of such Registration Data. Company may suspend or terminate your Account in accordance with these Terms. We reserve the right to refuse service to anyone for any reason at any time.
Account Responsibilities
You are responsible for maintaining the confidentiality of your Account login information and are fully responsible for all activities that occur under your Account. You agree to immediately notify Company of any unauthorized use, or suspected unauthorized use of your Account or any other breach of security. Company cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements.
Business Users
Access to the Service for Users that are businesses, other entities or persons acting on behalf of such businesses or entities, is intended solely for authorized representatives of businesses or other entities that are in good standing in each jurisdiction in which they are registered to conduct business and persons otherwise authorized by such businesses or entities to act in furtherance of the business or entity’s use of the Service.
By using the Service on behalf of a business or other entity, you represent and warrant that you are duly authorized in accordance with the foregoing by the business or other entity on behalf of which you are acting, that you have the power and authority to enter into binding agreements on behalf of the business or entity or in the capacity in which you are acting, and that the business or entity is in good standing in each jurisdiction in which it is registered to conduct business to the best of your knowledge. Furthermore, you confirm that you agree to the Terms individually and on behalf of such business or other entity, and represent and warrant that you and such business or other entity will abide by all of the terms and conditions of these Terms. If you, the business or entity, any other person acting on behalf of the business or entity (if applicable) violate any of these Terms, or otherwise violate an agreement between the business or entity and the Company, the Company may terminate the business or entity’s membership, delete any associated profile and any content or information posted on the Service in connection with the business or entity’s membership and/or prohibit you, such business or entity and any other person acting on the business or entity’s behalf from using or accessing the Service (or any portion, aspect or feature of the Service), at any time in its sole discretion, with or without notice.
Furthermore, you represent and warrant and agree, both individually and on behalf of the business or entity, that you will not represent or portray the business or entity as being affiliated with the Company in any capacity other than being a User or paid member of the Service without the Company’s prior written consent.
SECTION 3 – PAYMENTS; MEMBERSHIP SUBSCRIPTIONS
Certain portions of the Service require a paid membership subscription. You agree to provide current, complete and accurate purchase and Account information for all membership subscriptions and other paid services. You agree to promptly update your Account and other information, including your email address and credit card numbers and expiration dates, so that we can complete your transactions and contact you as needed.
By purchasing a membership subscription, you authorize us to charge your payment method on a recurring (e.g., monthly or yearly) basis for the applicable membership subscription charge, any and all taxes or possible transaction fees, and any other charges incurred in connection with your use of the membership subscription. Your payment to Kountable will automatically renew at the end of your applicable subscription period, unless you cancel your subscription before the end of the current subscription period.
You may cancel your membership subscription at any time, and you will continue to have access to the paid features through the end of your current subscription period. If you cancel your membership subscription before the end of the current subscription period, we will not refund any fees already paid to us. To cancel, go please follow the instructions on the web site or email support@kountable.com.
If we are not able to process your payment, we may suspend your Account and revoke access to the Service. Your membership subscription will be reactivated upon your payment of any outstanding fees, plus the fees applicable to your next billing cycle. If the outstanding fees remain unpaid for 60 days, Kountable reserves the right to terminate your Account.
Prices for our membership subscription and other paid services are subject to change without notice. We reserve the right at any time to modify or discontinue the Service (or any part or content thereof) without notice at any time. We shall not be liable to you or to any third-party for any modification, price change, suspension or discontinuance of the Service.
SECTION 4 -- CUSTOMER COMMUNICATIONS:
Kountable will primarily communicate with you electronically through the Service. You consent to send and receive communications and transact business electronically through the Service. The Service requires devices with reasonably current hardware and software and Internet connectivity with sufficient bandwidth to electronically upload documents.
You further expressly consent to be contacted by us, our agents, representatives, affiliates, or anyone calling on our behalf for any and all purposes, at any email address, telephone number, or physical or electronic address you provide or at which you may be reached. You agree we may contact you in any way, including email, application notifications, SMS messages (including text messages), calls using prerecorded messages or artificial voice, and calls and messages delivered using auto telephone dialing system or an automatic texting system. You agree to alert us whenever you stop using a particular telephone number. You also consent to the recording and monitoring, for quality assurance, training, risk management and/or collection purposes, of any call that you place with us (or our agents, representatives, affiliates, third parties or anyone calling on our behalf) or that we (or our agents, representatives, affiliates, third parties or anyone calling on our behalf) place to you.
SECTION 5 -- USER CONTENT AND FEEDBACK
You are solely responsible for the personal or business information, documents, identification cards, photos, profiles, messages, notes, text, information, video files, contact information for you or others, or other content that you upload, publish, provide or display (hereinafter, “post”) on or through the Service, or transmit to or share with other Users (collectively the “User Content”). It is against the Terms to use the Service to attempt to enter into any lending or trade or other related transactions outside of the Service. You understand and agree that the Company may, but is not obligated to, review and delete or remove (without notice) any User Content in its sole discretion, including without limitation, User Content that in the sole judgment of the Company violates these Terms, might be offensive or illegal, or might violate the rights of, harm, or threaten the safety of, Users or others.
You understand that User Content, may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. By posting or uploading User Content to any part of the Service, you automatically grant, and you represent and warrant that you have the right to grant, to the Company an irrevocable, perpetual, nonexclusive, transferable, fully paid, worldwide license (with the right to sublicense) to use, copy, publicly perform, publicly display, reformat, translate, excerpt (in whole or in part) and distribute such User Content for any purpose on or in connection with the Service or the promotion thereof, to prepare derivative works of, or incorporate into other works, such User Content, and to grant and authorize sublicenses of the foregoing.
If you send us feedback on the Service or other ideas, suggestions, proposals, plans, or other materials, whether online, by email, by postal mail, in person or otherwise (collectively, 'feedback'), you agree that we may, at any time, without restriction, incorporate such ideas into the Service and edit, copy, publish, distribute, translate and otherwise use in any medium any feedback. We are and shall be under no obligation (1) to maintain any feedback in confidence; (2) to pay compensation for any feedback; or (3) to respond to any feedback.
SECTION 6 – THIRD PARTY SERVICES AND TOOLS
We may resell, license or otherwise provide you with access to or offers to purchase third-party services and software licenses over which we neither monitor nor have any control nor input. You acknowledge and agree that we provide access to such services and tools ”as-is” and “as available” without any warranties, representations or conditions of any kind and without any endorsement and that such services may be subject to additional terms or separate legal agreements and privacy policies. We shall have no liability whatsoever arising from or relating to your use of third-party services and tools.
Third-party links on the Service may direct you to third party websites that are not affiliated with us. We are not responsible for examining or evaluating the content or accuracy and we do not warrant and will not have any liability or responsibility for any third-party materials or websites, or for any other materials, products, or services of third parties.
SECTION 7– PRIVACY TREATMENT OF PERSONAL INFORMATION
Please review the Kountable Privacy Policy. By using the Service, you are consenting to the Privacy Policy and agree to have your personal data transferred to and processed in the United States and other countries where Kountable and its subsidiaries do business.
SECTION 8 – CONFIDENTIALITY
“Confidential Information” shall include, but shall not be limited to, any and all information associated with Company and not publicly known, including the Service and related business information, technical information, software, customer, supplier and business partner names, addresses and other information regarding customers, suppliers, and business partners, product designs, sales, costs, price quotes or lists, and other unpublished financial information, business plans and marketing data, and any other confidential and proprietary information, whether or not marked as confidential or proprietary.
You agree to use Kountable Confidential Information solely as necessary for performing under these Terms. You agree to take all reasonable steps to prevent the duplication, disclosure or use of any such Confidential Information, other than (i) by or to its employees, agents and subcontractors who must have access to such Confidential Information to perform such party’s obligations hereunder, who each shall treat such Confidential Information as provided herein, and who are each subject to obligations of confidentiality to such party that are at least as stringent as those contained herein; or (ii) as required by any law, regulation, or order of any court of proper jurisdiction over the parties and the subject matter contained in these Term, provided that, if legally permitted, you shall give Kountable prompt written notice and use commercially reasonable efforts to ensure that such disclosure is accorded confidential treatment. Confidential Information shall not include any information that you can prove: (A) was already in the public domain, or was already known by or in the possession of the receiving party, at the time of disclosure of such information; (B) is independently developed by you without use of or reference to the other party’s Confidential Information, and without breaching any provisions of these Terms; or (C) is thereafter rightly obtained by the receiving party from a source other than the disclosing party without breaching any provision of these Terms.
SECTION 9 - RESTRICTIONS, OWNERSHIP, PROHIBITED USES
You agree not to reproduce, duplicate, copy, distribute, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service or any contact on the website through which the service is provided, without express written permission by us.
No Service or Service content may be modified, copied, distributed, framed, reproduced, republished, downloaded, displayed, posted, transmitted, or sold in any form or by any means, in whole or in part, without the Company’s prior written permission.
Excluding any User Content that you may provide, you acknowledge that all the intellectual property rights, including copyrights, patents, trademarks, and trade secrets, in the Service and its content are owned by Company or Company’s suppliers. Neither these Terms (nor your access to the Service) transfers to you or any third party any rights, title or interest in or to such intellectual property rights, except for the limited access rights expressly set forth herein. Company and its suppliers reserve all rights not granted in these Terms. There are no implied licenses granted under these Terms.
In addition to other prohibitions as set forth in the Terms, you are prohibited from using the Service or any Service content: (a) for any unlawful purpose; (b) to solicit others to perform or participate in any unlawful acts or to enter into transactions outside of the Kountable platform; (c) to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances; (d) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (f) to submit false or misleading information; (g) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Service or of any related website, other websites, or the Internet; (h) to collect or track the personal information of others; (i) to spam, phish, pharm, pretext, spider, crawl, or scrape; (j) for any obscene or immoral purpose; or (k) to interfere with or circumvent the security features of the Service, third party service providers, or the Internet. We reserve the right to terminate your use of the Service for violating any of the prohibited uses.
SECTION 10 - DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY
We do not guarantee, represent or warrant that your use of our Service will be uninterrupted, timely, secure or error-free. You expressly agree that your use of, or inability to use, the Service is at your sole risk. The Service and all related products and services are (except as expressly stated by us) provided 'as is' and 'as available' for your use, without any representation, warranties or conditions of any kind, either express or implied, including all implied warranties or conditions of merchantability, merchantable quality, fitness for a particular purpose, durability, title, and non-infringement.
We reserve the right to modify the contents of the Service at any time, but we have no obligation to update any information on our Service. You agree that it is your responsibility to monitor changes to our Service. The Service may be temporarily unavailable from time to time for maintenance or other reasons. The Company assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, User communications. The Company is not responsible for any problems or technical malfunction of any telecommunication networks, computer systems, servers or providers, computer equipment, software, failure of email or players on account of technical problems or traffic congestion on the Internet or on the Service or combination thereof, including injury or damage to Users or to any other person’s computer related to or resulting from participating or downloading materials in connection with the Internet and/or in connection with the Service.
In no case shall Kountable and its subsidiaries, and directors, officers, employees, affiliates, agents, contractors, interns, suppliers, service providers or licensors be liable for any injury, loss, claim, or any direct, indirect, incidental, punitive, special, or consequential damages of any kind, including, without limitation lost profits, lost revenue, lost savings, loss of data, replacement costs, or any similar damages, whether based in contract, tort (including negligence), strict liability or otherwise, arising from your use of any of the Service or any products procured using the Service, or for any other claim related in any way to your use of the service or any product, including, but not limited to, any errors or omissions in any content, or any loss or damage of any kind incurred as a result of the use of the service or any content (or product) posted, transmitted, or otherwise made available via the service, even if advised of their possibility. Because some jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such jurisdictions, our liability shall be limited to the maximum extent permitted by law.
SECTION 11 - INDEMNIFICATION
You agree to indemnify, defend and hold harmless Kountable, Inc. and our parent, subsidiaries, affiliates, partners, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, interns and employees, harmless from any claim or demand, including costs attorneys’ fees, from any claim or demand made by any third party due to or arising out of (a) your use of the Service, (b) your violation of these Terms, (c) your violation of applicable laws or regulations or (d) your User Content. Company reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of Company. Company will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
SECTION 12 – COPYRIGHT COMPLAINTS
If you believe that any material on the Service infringes upon any copyright which you own or control, you may send a written notification of such infringement to legal@kountable.com
To meet the notice requirements under the Digital Millennium Copyright Act, the notification must be a written communication that includes the following: A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site; Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material; Information reasonably sufficient to permit us to contact the complaining party, such as an address, telephone number and, if available, an electronic mail address at which the complaining party may be contacted; a statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent or the law; and a statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
SECTION 13 – TERM AND TERMINATION
Subject to this Section, these Terms will remain in full force and effect while you use the Service. We may suspend or terminate your rights to use the Service (including your Account) at any time for any reason at our sole discretion, including for any use of the Service in violation of these Terms. Upon termination of your rights under these Terms, your Account and right to access and use the Service will terminate immediately. You understand that any termination of your Account may involve deletion of your User Content associated with your Account from our live databases. Company will not have any liability whatsoever to you for any termination of your rights under these Terms, including for termination of your Account or deletion of your User Content. The obligations and liabilities of the parties incurred prior to the termination date shall survive the termination of this agreement for all purposes. These Terms are effective unless and until terminated by either you or us. You may terminate these Terms at any time by notifying us that you no longer wish to use our Service, or when you cease using our site.
SECTION 14 GENERAL PROVISIONS
The failure of us to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.
In the event that any provision of these Terms is determined to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these Terms, such determination shall not affect the validity and enforceability of any other remaining provisions.
These Terms and any policies or operating rules posted by us on this site or in respect to The Service constitutes the entire agreement and understanding between you and us and govern your use of the Service, superseding any prior or contemporaneous agreements, communications and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of the Terms).
Any ambiguities in the interpretation of these Terms shall not be construed against the drafting party. The headings used in this agreement are included for convenience only and will not limit or otherwise affect these Terms.
Questions about the Terms should be sent to us at legal@kountable.com.
SECTION 15 - GOVERNING LAW; JURISDICTION
These Terms shall be governed by and construed in accordance with the laws of the State of California. The parties irrevocably and unconditionally submit to the exclusive jurisdiction of the Federal District Court in San Francisco with respect to any dispute or claim arising out of or in connection with the Terms.
