Terms

Terms of Service

These CounselMore.com Terms of Use (“Terms of Use”), together with such additional terms which specifically apply to all of our services and features as presented on the CounselMore website (CounselMore.com) and CounselMore’s iOS and Android mobile applications (app.counselmore.com) (“CounselMore Website”, “CounselMore App” and collectively – the “CounselMore Platform”), all set forth the entire terms and conditions applicable to each visitor or user (“User” our “you”) of the CounselMore Platform, and/or any other services, applications and features offered by us with respect thereto, except where we explicitly state otherwise, including, but not limited to, all services offered through the CounselMore Platform (the “CounselMore Services” or “Services”).

The Terms of Use constitute a binding and enforceable legal contract between CounselMore, Inc., its affiliated companies and subsidiaries, (“CounselMore”, “CounselMore”, “us” or “we”) and you in relation to the use of any CounselMore’s Services. Please read them carefully.

Please be advised that by using and/or registering for any CounselMore Services you signify and affirm your informed consent to these Terms of Use and its Privacy Policy. If you do not read, fully understand and/or agree to be bound by these Terms of Use, you must immediately leave the CounselMore Website and/or the CounselMore App and discontinue all use of CounselMore’s Services.

By using our Services, you acknowledge that you have read our Privacy Policy available at https://www.counselmore.com/privacy-policy (“Privacy Policy”).

Restrictions on Use of Website

You agree that you will not be making use of the Services for unlawful purposes and would bear in mind all the laws and regulations. You agree to not use this CounselMore Platform in a way that may impact its performance, corrupt the content or in any way hinder the functionality of the CounselMore Platform. You also agree not to compromise the safety of this Website or try to enter restricted areas of this website. You consent to be entirely responsible for any claim, liability, expense, costs and losses that include legal fees by us, which arises from your violation of these Terms of Use.

The CounselMore Platform and any material made available for download are the property of CounselMore and/or its affiliates. The CounselMore Platform is protected by federal and international copyright and trademark laws. No portion of the materials on these pages may be reprinted, republished, modified, or distributed in any form without the express written permission of CounselMore. The CounselMore is for your own personal use or the internal use of your business. You shall keep intact any proprietary notices, including copyright notices, contained on any downloaded materials and shall comply with any applicable end user license agreements.

Any rights not expressly granted by these Terms of Use are reserved by CounselMore.

Trademark Notice

CounselMore is the logo, trademark, and service mark of CounselMore, Inc. All other trademarks, service marks and logos used in the CounselMore Platform are the trademarks, service marks or logos of their respective owners. Unauthorized use of any logos, trademarks, and service marks used on the CounselMore Platform is strictly prohibited.

Warranty Disclaimer

THE COUNSELMORE PLATFORM, INCLUDING ANY CONTENT OR INFORMATION CONTAINED WITHIN IT OR ANY SITE-RELATED SERVICE, IS PROVIDED “AS IS,” WITH ALL FAULTS, WITH NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THIS SITE, SITE-RELATED SERVICES, AND HYPERLINKED WEBSITES.

COUNSELMORE, ITS AFFILIATES AND ITS SPONSORS ARE NEITHER RESPONSIBLE NOR LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE, OR OTHER DAMAGES ARISING OUT OF OR RELATING IN ANY WAY TO THE SITE, SITE-RELATED SERVICES, CONTENT, OR INFORMATION CONTAINED WITHIN THE SITE, AND/OR ANY HYPERLINKED WEBSITE. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE SITE, SITE-RELATED SERVICES, AND/OR HYPERLINKED WEBSITES IS TO STOP USING THE SITE AND/OR THOSE SERVICES.

Although CounselMore attempts to ensure the integrity and accuracy of the CounselMore Platform, it makes no guarantees whatsoever as to the correctness or accuracy of the CounselMore Platform. It is possible that the CounselMore Platform could include inaccuracies or errors, and that unauthorized additions, deletions and alterations could be made to the CounselMore Platform by third parties. In the event that an inaccuracy arises, please inform CounselMore so that it can be corrected. Information contained on the Site may be changed or updated without notice.

Modification

We reserve the right to change any part of the Terms of Use without any prior notice. Your continued use of our CounselMore Platform constitutes your consent to these modified Terms of Use. We encourage our visitors to constantly check the Terms of Use for any modifications. CounselMore reserves the full right to alter or erase any part of this site without warning and shall not be liable for any damages you incur as a result of those alterations or deletions.

User Platform

In order to access and use certain sections and features of the CounselMore Platform, you must create a user account that can be accessed via user credentials also created by you (“CounselMore Account”). Sharing accounts is strictly prohibited. Users who are found to be sharing account credentials shall have their accounts terminated immediately.

If anyone other than yourself accesses your CounselMore Account, they may perform any actions available to you, make changes to your CounselMore Account, and accept any legal terms available therein, make various representations and warranties and more – and all such activities will be deemed to have occurred on your behalf and in your name.

Therefore, we require you to keep the log-in credentials of your CounselMore Account confidential, as you will be solely and fully responsible for all activities that occur under your CounselMore Account, whether or not specifically authorized by you, and for any damages, expenses or losses that may result from such activities.

You must provide accurate and complete information when using the CounselMore’s Services, including complete and accurate personally identifiable information including, but not limited to, your full name and a valid email address.

Each time you use your password or identification, you will be deemed to be authorized to access and use your CounselMore Account in a manner consistent with these Terms of Use and we have no obligation to investigate the authorization or source of any such access or use of the CounselMore Platform.

YOU WILL BE SOLELY RESPONSIBLE FOR ALL ACCESS TO AND USE OF THIS SITE BY ANYONE USING YOUR PASSWORD AND IDENTIFICATION WHETHER OR NOT SUCH ACCESS TO AND USE OF THE CLIENT WEBSITE IS ACTUALLY AUTHORIZED BY YOU, INCLUDING WITHOUT LIMITATION, ALL COMMUNICATIONS AND TRANSMISSIONS AND ALL OBLIGATIONS (INCLUDING, WITHOUT LIMITATION, FINANCIAL OBLIGATIONS) INCURRED THROUGH SUCH ACCESS OR USE.

You are solely responsible for protecting the security and confidentiality of your password and identification. You shall immediately notify us of any unauthorized use of your password or identification or any other breach or threatened breach of this CounselMore’s security.

Your Obligations

You are at least thirteen (13) years of age and possess the legal authority, right and freedom to enter into the CounselMore Terms and to form a binding agreement, for yourself or on behalf of the person or entity committed by you to the CounselMore Terms.

You shall not use the CounselMore Services in a country that the U.S. government has embargoed, nor are you named on the U.S. Treasury Department’s list of Specially Designated Nationals or subject to any other applicable trade sanctioning regulations.

Your country of residence and/or your company’s country of incorporation is the same as the country specified in the contact and/or billing address you provide us.

You understand that CounselMore does not provide any legal advice or any recommendation with respect to any laws or requirements applicable to your use or your compliance therewith.

You undertake and agree to:

Fully comply with all applicable laws and any other contractual terms which govern your use of the CounselMore Services (and any related interaction or transaction), including those specific laws applicable to you or your students in any of their geographical locations.

Be solely responsible and liable with respect to any of the uses of the CounselMore Services which occur under your CounselMore Account, and for any of your user content (including for any consequences of accessing, importing, uploading, copying, using or publishing such user content on or with respect to the CounselMore Platform).

CounselMore maintains sole discretion as to the means, manner, and method for performing the CounselMore Services. CounselMore shall have the right to offer the CounselMore Services in various price plans and impose different restrictions as for the upload, storage, download and use of the CounselMore Services in each individual price plan, including, without limitation, restrictions on the types of data and features available to users based on their account level.

You agree and undertake not to:

Copy, modify, create derivative works of, download, adapt, reverse engineer, emulate, migrate to another service, translate, compile, decompile or disassemble the CounselMore Platform or the CounselMore Services (or any part thereof), or publicly display, perform, transmit or distribute any of the foregoing without CounselMore or the Third Party license holder’s prior written and specific consent and/or as expressly permitted under these Terms of Use.

Submit, transmit or display any user content or use licensed content in a context, which may be deemed as defamatory, libelous, obscene, harassing, threatening, incendiary, abusive, racist, offensive, deceptive or fraudulent, encouraging criminal or harmful conduct, or which otherwise violates the rights of CounselMore or any third party (including any intellectual property rights, privacy rights, contractual or fiduciary rights), or otherwise shows any person, entity, or brand in a bad or disparaging light, without their prior explicit approval. CounselMore reserves the right in its sole discretion to cancel your account in the event CounselMore discovers you have engaged in any of the aforementioned activities.

Take any action to collect login data and/or passwords for other websites, third parties, software or services without the express consent of the owners of that data.

Phish, collect, upload, or otherwise make publicly available credit card information or other forms of financial data used for collecting payments, unless done in accordance with any applicable law, including, with the PCI DSS standard when applicable.

Upload, insert, collect or otherwise make available within the CounselMore Platform (or any part thereof), any malicious, unlawful, defamatory or obscene content.

Publish and/or make any use of the CounselMore Services on any website, media, network or system other than those provided by CounselMore, and/or frame, “deep link”, “page scrape”, mirror and/or create a browser or border environment around any of the CounselMore Services, licensed content and/or User Platform (or any part thereof), except as expressly permitted by CounselMore, in advance and in writing.

Use any “robot”, “spider” or other automatic device, program, script, algorithm, or methodology, or any similar or equivalent manual process, to access, acquire, copy, or monitor any portion of the CounselMore Services (or its data and/or Content), or in any way reproduce or circumvent the navigational structure or presentation of any of the CounselMore Services to obtain or attempt to obtain any materials, documents, services or information through any means not purposely made available through the CounselMore Services.

Purchase search engine or other pay per click keywords (such as Google AdWords), or domain names that use CounselMore or CounselMore mark and/or variations and misspellings thereof.

Impersonate any person or entity or provide false information on the CounselMore Platform, whether directly or indirectly, or otherwise perform any manipulation in order to disguise your identity or the origin of any message or transmittal you send to CounselMore.

Falsely state or otherwise misrepresent your affiliation with any person or entity, or falsely express or imply that CounselMore endorses you, your business, your products, or any statement you make.

Reverse look-up, trace, or seek to trace another user of CounselMore Services, or otherwise interfere with or violate any other user’s right to privacy or other rights, or harvest or collect personally identifiable information about visitors or users of the CounselMore Platform without their express and informed consent.

Disable, circumvent, bypass or otherwise avoid any measures used to prevent or restrict access to the CounselMore Platform or any other systems or networks connected to the CounselMore Platform, by hacking, password mining, or other illegitimate or prohibited means.

Probe, scan, or test the vulnerability of the CounselMore Platform or any network connected to the CounselMore Services.

Upload to the CounselMore Platform, or design, develop, distribute and/or otherwise transmit or execute, any virus, worm, Trojan Horse, time bomb, web bug, spyware, malware, or any other computer code, file, or program that may or is intended to damage or hijack the operation of any hardware, software, or telecommunications equipment, or any other actually or potentially harmful, disruptive, or invasive code or component (“Viruses”), or otherwise use them to disseminate Viruses to other web based sites, platforms, or applications.

Take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the CounselMore Services or CounselMore systems or networks connected to the CounselMore Services, or otherwise interfere with or disrupt the operation of any of the CounselMore Services, or the servers or networks that host them or make them available, or disobey any requirements, procedures, policies, or regulations of such servers or networks.

Use any of the CounselMore Services in connection with any form of spam, unsolicited mail, fraud, scam, phishing, “chain letters,” “pyramid schemes,” or similar conduct, or otherwise engage in unethical marketing or advertising.

Access the CounselMore Platform and content, or the content belonging to any other CounselMore client, through any means or technology (e.g. scraping and crawling), other than our publicly supported interfaces.

Sell, license, or exploit for any commercial purposes any use of or access to the CounselMore Platform, except as expressly permitted by the Terms of Use.

Remove or alter any copyright notices, watermarks, restrictions and signs indicating proprietary rights of any of our licensors, including copyright mark [©], Creative Commons [(cc)] indicators, or trademarks [® or ™] contained in or accompanying the CounselMore Services.

Violate, attempt to violate, or otherwise fail to comply with any of the Terms of Use or any laws or requirements applicable to your use of the CounselMore Services.

You acknowledge and agree that your failure to abide by any of the foregoing or any misrepresentation made by you herein may result in CounselMore in its sole discretion immediately terminating of any Services provided to you – with or without further notice to you, and without any refund of any Fees paid.

Content and Ownership

Your Intellectual Property

As between CounselMore and you, CounselMore shall own all intellectual property pertaining to your user content and to any other information submitted by you, including to any videos, audio files, logos, code, and text. You know and agree that we will need to access, upload, and/or copy your user content to our servers and those of our third party service providers, including, but not limited to, cloud services and CDN’s, to make display adjustments, to duplicate the user content for backup, and perform any other technical actions and/or uses required to perform our services, as we deem fit.

By using the CounselMore Platform, you consent to CounselMore sharing your data, including personal and usage data, but excluding personally identifiable information for K-12 student, with third-party service providers assisting in our operations. This might include advertising networks, marketing partners, and others as detailed in our Privacy Policy. CounselMore is not responsible for the data practices of non-affiliated third parties linked to or from our website. Additionally, CounselMore is not liable for any damage or loss related to the use of or reliance on any linked website.

CounselMore Intellectual Property

All rights, title and interest in and to the CounselMore Platform, including any and all copyrightable materials or any other content thereof created by CounselMore which is or may be subject to any intellectual property rights under any applicable law (including any artwork, graphics, images, website templates and widgets, literary work, source and object code, computer code (including html), applications, audio, music, video and other media, designs, animations, interfaces, documentation, derivatives and versions thereof, the “look and feel” of the CounselMore Platform, methods, products, algorithms, data, interactive features and objects, advertising and acquisition tools and methods, inventions, trade secrets, logos, domains, customized URLs, trademarks, service marks, trade names and other proprietary identifiers, whether or not registered and/or capable of being registered (collectively, “Intellectual Property”), and any derivations thereof, are owned by and/or licensed to CounselMore.

Subject to your full compliance with the Terms of Use and timely payment of all applicable Fees, CounselMore hereby grants you, for as long as CounselMore wishes to provide you with the CounselMore Platform, a non-exclusive, non-transferable, fully revocable, limited license to use the CounselMore Platform and content created or licensed by CounselMore, for the purpose of providing college counseling and application assistance to your clients, solely as expressly permitted under the Terms of Use, and solely within the CounselMore Platform.

The Terms of Use do not convey any right or interest in or to CounselMore’s Intellectual Property (or any part thereof), except only for the limited license expressly granted above. Nothing in the Terms of Use constitutes an assignment or waiver of CounselMore’s Intellectual Property rights under any law.

The purchase and use of Assignment packages binds you to specific terms. No refunds or credits are provided for Assignments. Assignments are copyrighted and intended for exclusive use with the CounselMore Platform, and only by current CounselMore subscribers. All others are strictly prohibited from using or replicating Assignments. CounselMore reserves all of its legal rights with respect to infringement of any terms related to use of the Assignments.

In addition to the above, certain materials made available to you within the CounselMore Platform, are licensed to CounselMore by a third party provider, and are therefore subject to additional license terms of such provider.

Feedback and Suggestions

If you provide us with any suggestions, comments or other feedback relating to CounselMore Platform (whether existing, suggested or contemplated (“Feedback”)), you acknowledge and agree that it may be used by CounselMore in order to: (i) further develop, customize and improve CounselMore Services, (ii) provide ongoing assistance and technical support, (iii) contact you with general or personalized CounselMore - related notices and/or interview requests based on your feedback or otherwise, (iv) facilitate, sponsor and offer certain promotions, and monitor performance, (v) create aggregated statistical data and other aggregated and/or inferred information, which CounselMore may use to provide and improve its services, (vi) to enhance CounselMore’s data security and fraud prevention capabilities, and (vii) to comply with any applicable laws and regulations. In addition, you represent and warrant that such Feedback is accurate, complete, and does not infringe on any third party rights.

You agree that submission of any ideas, suggestions, documents, and/or proposals to us through its suggestion, feedback, wiki, forum, support@CounselMore.com, or similar channels, is at your own risk and that we have no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to us a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sub-licensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of the CounselMore Platform.

Privacy

Certain parts of CounselMore’s Services (including certain Third Party Services available therein, as further explained in “Third Party Services” below) require or involve the submission, collection and/or use of certain personally identifying or identifiable information. In particular, and as a part of accessing or using the CounselMore Services, CounselMore and such Third Party Services may collect, access and use certain data pertaining to Users and their, including personally identifiable information. We encourage you to read our Privacy Policy and each such Third Party Services’ relevant policies on a regular basis, for a description of such data collection and use practices.

Service Fees and Paid Services

CounselMore offers free trials on some of its products, without requiring a credit card. Free trials are for single license use only. Multi-license plans are not eligible for a free trial. After the expiration of the free trial, the use of CounselMore Services is subject to payment of particular fees, as determined by CounselMore in its sole discretion (“Paid Services” and “Fee(s)”, respectively). CounselMore will provide notice of such Fees then in effect in relation to such CounselMore Services. If you wish to receive or use CounselMore Services, you are required to pay all applicable Fees in advance.

CounselMore reserves the right to change its Fees at any time, upon notice to you if such change may affect your existing subscriptions. If you received a discount or other promotional offer, CounselMore shall have the right to automatically renew your subscription without notice to such CounselMore Service(s) at the full applicable Fee.

All Fees shall be deemed to be in U.S. Dollars. To the extent permitted by law (and unless specified otherwise by CounselMore in writing), all Fees are exclusive of all taxes (including value added tax, sales tax, goods and services tax, etc.), levies or duties imposed by taxing authorities (“Taxes”), and you shall be responsible for payment of all applicable Taxes relating to your use of the CounselMore Services, or to any payments or purchases made by you. If CounselMore is obligated to collect or pay Taxes for the Fees payable by you, and whether or not such Taxes were added and collected from you for previous transactions, such Taxes may be added to the payment of any outstanding Fees and will be reflected in the Invoice for such transaction. We recommend that you verify the existence of any additional fees you may be charged by third parties in connection with the purchase of Paid Services or in connection with the renewal thereof (such as international transaction fees, currency exchange fees or fees due to banks or credit card companies). CounselMore is not responsible for any such additional fees or costs.

As part of registering for a CounselMore Account, you also authorize CounselMore (either directly or through its affiliates or subsidiaries) to request and collect payment (or otherwise charge, refund or take any other billing actions) from our payment provider or your designated banking account, and to make any inquiries CounselMore or its affiliates may consider necessary to validate your designated payment account or financial information, in order to ensure prompt payment, including for the purpose of receiving updated payment details from your payment, credit card or banking account provider (e.g., updated expiry date or card number as may be provided to us by your credit card company).

Third Party Payment Processors

We use third party payment processors to assist in processing your personally identifiable payment information securely. Such third party processors’ use of your personal information is governed by their respective privacy policies. Payments are currently processed and managed using Stripe. Their privacy policy can be accessed here: https://stripe.com/privacy.

Subscription Auto-Renewals and Cancellations for Monthly and Annual Subscriptions

In order to ensure that you do not experience any interruption or loss of services, Paid Services include an automatic renewal option by default, according to which, unless you cancel your CounselMore Account with explicit written notice to CounselMore as further described herein, your CounselMore Account will automatically renew upon the end of the applicable subscription period, for a renewal period equal in time to the original subscription period (excluding extended periods) and, unless otherwise notified to you, at the same price (subject to applicable Taxes changes and excluding any discount or other promotional offer provided for the first period). By entering into this Agreement you acknowledge and agree that your CounselMore Account shall automatically renew in accordance with the terms described below. Subscriptions can be purchased on either a monthly or annual basis. Renewal policies for both subscription types are further described below.

Monthly Subscriptions

Monthly subscriptions are provided on a thirty (30) day minimum (“Monthly Term”). The Monthly Term is automatically renewed every thirty (30) days on the initial payment date. CounselMore will attempt to automatically charge you the applicable fees using the credit card you provided upon initial purchase of the Paid Services. In the event of failure to collect the fees owed by you, we may in our sole discretion (but shall not be obligated to) retry to collect on a later time, and/or suspend or cancel your subscription, without further notice. CounselMore will endeavor to provide you a notice of payment of such Paid Service at least 15 days after the renewal date.

Monthly subscribers are not eligible for multi-license plans.

Annual Subscriptions

Annual subscriptions are provided on a three hundred sixty-five (365) day minimum (“Annual Term”). Annual subscriptions will automatically renew for the agreed period one month after the anniversary of the start of your initial Annual Term, unless you cancel your subscription prior to your renewal date by following the cancellation process described below. CounselMore will attempt to automatically charge you the applicable fees using the credit card you provided upon initial purchase of the Paid Services. In the event of failure to collect the fees owed by you, we may in our sole discretion (but shall not be obligated to) retry to collect on a later time, and/or suspend or cancel your subscription, without further notice. CounselMore will endeavor to provide you a notice of payment of such Paid Service at least 30 days after the renewal date.

Upon renewal, CounselMore may increase the fees based on increased usage of your account or to reflect future changes to our list prices. CounselMore shall notify you of any rate increases at least thirty (30) days in advance of your renewal.

Multi-License Annual Subscriptions

Multi-license subscriptions are billed on an annual basis. However, if you have exhausted the set number of licenses provided by your contract, you may add more licenses. Added licenses are billed at their full retail rate at thirty (30) day intervals and pro-rated for days used within each thirty (30) day interval. You may remove these added licenses at any time by contacting support@counselmore.com.

Assignments

You must be a current CounselMore subscriber to purchase any Assignment packages. The payment for the Assignment package is a one-time charge to your credit card upon purchase. There are no pro-rated amounts, refunds, or guarantees applied to Assignments. If you purchase an Assignments package and your CounselMore subscription is terminated before the completion of a calendar year, the discounted price will be discontinued and you will be responsible for paying the full retail cost of the purchased Assignments package, which will be charged to the credit card CounselMore has on file for your subscription prior to cancellation.

Cancellation by User

You can cancel your CounselMore Account anytime by submitting a cancellation form, which may be obtained by writing to support@counselmore.com. Upon verifying the cancellation request is being made by the account holder, CounselMore will cancel the subscription as of the date the cancellation form was received. However, please be advised that CounselMore will not provide refunds for accounts canceled in the middle of a Monthly Term or Annual Term or for months in which you maintained a subscription, but did not utilize the paid services. Upon cancellation, all personal account data will be scheduled for deletion and cannot be recovered.

Cancellation by CounselMore

By checking the “Agree” box upon signing up for a CounselMore subscription, you are acknowledging your understanding and acceptance of these Terms of Use. Failure to comply with any of CounselMore’s Terms and/or to pay any due Fee shall entitle CounselMore to suspend or cancel your CounselMore Account. CounselMore reserves the right to reinstate User subscriptions at its sole discretion, but shall only do so after the User has cured any violation of these Terms of Use.

CounselMore reserves the right to refuse or terminate service to anyone, anytime, for any reason. Disputing payments may lead to account bans, data deletion, loss of account history, loss of information, and content forfeiture. CounselMore shall not be liable in any way for the loss of any data, account history, information, or content experienced as a result of a user canceling their subscription.

Chargebacks and Disputes

Any attempt to reclaim funds through chargebacks or fraud claims are a breach of these Terms of Use. In response to such claims, CounselMore shall provide you with a copy of these Terms of Use and an invoice for any fees or damages resulting from your claim, which will be charged directly to the credit card on file with CounselMore. If the credit card on file is canceled, CounselMore shall pursue all other options available to it to collect fees and damages.

Repeated chargeback and fraud claims may result in deactivation of your CounselMore Account, loss of data, loss of history, deletion of that users account, and a permanent ban from using the CounselMore Platform. CounselMore reserves the right to dispute any chargeback received, including by providing to the relevant credit card company or financial institution any information and documentation proving the User responsible for such chargeback did in fact authorize the transaction and make use of the services rendered thereafter.

Third Party Interactions

Service Providers

CounselMore collaborates with third-party vendors and hosting partners who provide essential hardware, software, networking, and storage resources essential to provide you with CounselMore Services. These service providers include, but are not limited to, Google, Calendly, and Acuity. Links to these providers’ privacy policies can be found in CounselMore’s Privacy Policy. By using the CounselMore Platform, you consent to CounselMore sharing your data, including personal and usage data, with the third-party service providers assisting in our operations. These service providers may include advertising, networking, marketing partners and others as detailed in our Privacy Policy. Notwithstanding the foregoing, CounselMore does not share the Personally Identifiable Information of K-12 students with advertisers or any other providers whose services are not essential for providing you CounselMore’s Services.

Link Storage and Linked Sites

CounselMore allows users to save URLs to their CounselMore Account for easy access within the Service. This feature is provided solely for your convenience and CounselMore does not make any representations or warranties with regard to any URLs you save to your CounselMore account or the content offered therein.

CounselMore may also offer links to third-party websites from time-to-time. These links are for convenience only. By utilizing the CounselMore Services, you acknowledge and agree that CounselMore does not control any third-party website it features, CounselMore does not make any representations or warranties as to the quality of the content, and you engage with any third-party websites featured on CounselMore at your own risk.

Liability

You acknowledge and agree that regardless of the manner in which you interact with any third party on the CounselMore Platform, CounselMore merely acts as an intermediary platform between you and such third parties. CounselMore does not endorse any such third party in any way, and shall not be liable with respect to your use of any third party you engage with through CounselMore. CounselMore will not be a party to, or in any way be responsible for monitoring, any interaction or transaction between you and any third party.

You acknowledge that engagement with a third-party service may require the payment of additional amounts to the providers of such third-party services. Any and all use of any third party service shall be done solely at your own risk and responsibility, and may be subject to such legal and financial terms which govern such third party service, which you are encouraged to review before engaging with them.

While we hope to avoid such instances, CounselMore may, at any time and at its sole discretion, suspend, disable access to or remove any third party from the CounselMore Platform.

Misconduct and Abuse

When using the CounselMore Services, you may be exposed to third-party services such as platforms, websites, and other content, which you might find inaccurate, offensive, objectionable, or illegal. You hereby waive any legal or equitable rights or remedies you have or may have against CounselMore regarding your exposure to the aforementioned sites.

Copyrights

CounselMore acts in accordance with its interpretation of the Digital Millennium Copyright Act (“DMCA”).

In the event that CounselMore receives notice regarding a copyright infringement related to your CounselMore Account, it may cancel your CounselMore Account or remove any content in its sole discretion, with or without prior notice to you. In such case, you may file a proper counter-notice in accordance with Section 512 of the DMCA, in which you must include: (1) your full name, address, phone number and physical or electronic signature; (2) identification of the material and its location before removal; (3) a statement under penalty of perjury that the material was removed by mistake or misidentification; (4) your consent to an appropriate judicial body; and (5) any other information required under the relevant provisions of the DMCA. CounselMore reserves the right to notify the person or entity providing the infringement notice of such counter-notice and provide any details included therein. CounselMore reserves the right, in its sole discretion, to determine whether any notices filed pursuant to this Section “Copyrights” are considered accepted, applicable and compliant with the DMCA.

Disclaimer of Warranties

We provide the CounselMore Services on an “As Is”, “with all faults” and “As Available” basis, without any warranties of any kind, including any implied warranties or conditions of merchantability, fitness for a particular purpose, workmanlike effort, non-infringement, or any other warranty – all to the fullest extent permitted by law. We specifically do not represent or warrant that the CounselMore Services (or any part, feature or content thereof) are complete, accurate, of any certain quality, reliable, or secure in any way, suitable for or compatible with any of your contemplated activities, devices, operating systems, browsers, software or tools (or that they will remain as such at any time), or comply with any laws applicable to you (including in any jurisdiction in which you operate), or that their operation will be free of any viruses, bugs or other harmful components or program limitations. Moreover, we do not endorse any entity, product or service, including any third party services mentioned on or made available via the CounselMore Services.

CounselMore may, at its sole discretion (however it shall have no obligation to do so), screen, monitor and/or edit any content at any time and for any reason, with or without notice.

Notwithstanding anything to the contrary in the foregoing, under no circumstances may CounselMore be considered as a “publisher” of any of your user content, does not in any way endorse any user content, and assumes no liability for any user content uploaded, posted, published and/or made available by any User or any other party on and/or through the CounselMore Platform, for any use by any party, or for any loss, deletion or damage thereto or thereof or any loss, damage, cost or expense that you or others may suffer or incur as a result of or in connection with publishing, accessing and/or relying on any user content. Furthermore, CounselMore shall not be liable for any mistakes, defamation, libel, falsehoods, obscenity, pornography, incitement and/or any other unlawful and/or infringing user content you or any other party may encounter.

You acknowledge that there are risks in using the CounselMore Services and/or connecting and/or dealing with any third party services through or in connection with CounselMore’s Services, and that CounselMore cannot and does not guarantee any specific outcomes from such use and/or interactions, and you hereby assume all such risks, liabilities and/or harm of any kind arising in connection with and/or resulting from such interactions. Such risks may include, among others, misrepresentation of information about and/or by third party services and/or licensed content, breach of warranty and/or contract, violation of rights, and any consequent claims.

Limitation of Liability

To the fullest extent permitted by law in each applicable jurisdiction, CounselMore, its officers, directors, shareholders, employees, affiliates and/or agents shall not be liable to you for any direct, indirect, incidental, special, punitive, exemplary or consequential damages whatsoever, including any damages resulting from (1) errors, mistakes, or inaccuracies of or in any content; (2) any personal injury or property damage related to your use of the CounselMore Services; (3) any unauthorized access to or use of our servers and/or any personal information and/or other information stored therein; (4) any interruption or cessation of transmission to or from the CounselMore Services; (5) the use or display of any content or user content posted, emailed, transmitted, or otherwise made available via the CounselMore Services; (6) events beyond the reasonable control of CounselMore, including any internet failures, equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, floods, storms, earthquakes, explosions, acts of God, war, terrorism, disruption to satellite service, governmental actions, orders of courts, agencies or tribunals or non-performance of third parties; and/or (7) loss of use, data, profits, goodwill, or other intangible losses, resulting from the use or the inability to use any or all of CounselMore’s Services.

You acknowledge and agree that these limitations of liability are agreed allocations of risk constituting in part the consideration for the services CounselMore provides to you, and such limitations will apply even if CounselMore has been advised of the possibility of such liabilities.

Indemnity

You agree to defend, indemnify and hold harmless CounselMore, its officers, directors, shareholders, employees, affiliates and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs, debt and expenses (including attorneys’ fees) arising from: (1) your violation of any term of these Terms of Use or any other CounselMore terms; (2) your violation of any third party right, including any copyright, access rights, property, or privacy right, resulting from any data or content you contribute to your CounselMore Account, and/or your use of CounselMore’s Services, including, without limitation, actions CounselMore takes for your benefit; and/or (3) any other type of claim that your use of CounselMore’s Services caused damage to a third party.

General

Changes & Updates

CounselMore reserves the right to change, suspend, or terminate any of the CounselMore Services (or any features thereof, or prices applicable thereto), and/or cancel your access to any of the CounselMore Services (including removal of any content contributed by you) for any reason and/or change any of the Terms of Use with or without prior notice - at any time and in any manner.

You agree that CounselMore will not be liable to you or to any third party for any modification, suspension or discontinuance of those CounselMore Services.

If any such changes involve the payment of additional Fees, we will provide you with a notice of such Fees prior to enabling such specific changes. If you fail or refuse to pay such Fees, we may (at our sole discretion) cancel your CounselMore Account (as further explained in the paragraphs titled “Cancellation by CounselMore” above), continue to support your then-current CounselMore subscription without enabling such changes, or provide you with alternative Services.

Governing Law & Jurisdiction; Class Action Waiver

The Terms of Use, the rights and remedies provided hereunder, and any and all claims and disputes related hereto and/or to the CounselMore Services, their interpretation, or the breach, termination or validity thereof, the relationships which result from or pursuant to the Terms of Use, or any related transaction or purchase, shall be governed by, construed under and enforced in all respects solely and exclusively in accordance with the internal substantive laws of the United States of America, without respect to its conflict of laws principles.

Subject to any applicable law, all disputes between you and CounselMore shall only be resolved on an individual basis and you shall not have the right to bring any claim against CounselMore as a plaintiff or a member of a class, consolidated or representative actions (or any other legal proceedings conducted by a group or by representatives on behalf of others).

Notwithstanding anything to the contrary in this Section “Governing Laws and Jurisdiction”, if you are located in the United States of America, (i) the legal jurisdiction governing all aspects of the payment transaction contemplated by herein between you and CounselMore will be the State of California, without respect to its conflict of laws principles, and (ii) any and all claims and disputes related to such payment transaction contemplated by Section 5 shall be brought in, and you hereby consent to them being decided exclusively by, a court of competent jurisdiction located in San Mateo County, California.

Notices

We may provide you with notices in any of the following methods: (1) via the CounselMore Services, including by a banner or pop-up within the CounselMore Platform, or elsewhere; (2) by e-mail, sent to the e-mail address you provided us; and/or (3) through any other means, including any phone number or physical address you provided us. CounselMore’s notice to you will be deemed received and effective within twenty-four (24) hours after it was published or sent through any of the foregoing methods, unless otherwise indicated in the notice.

Relationship

The Terms of Use, and your use of the CounselMore Services, do not, and shall not be construed to create any partnership, joint venture, employer-employee, agency, or franchisor-franchisee relationship between CounselMore and you.

Entire Agreement

These Terms of Use, together with the CounselMore Privacy Policy and any other legal or fee notices provided to you by CounselMore, shall constitute the entire agreement between you and CounselMore concerning the subject matter hereof or thereof, and supersede any and all prior or contemporaneous agreements, understandings, promises, conditions, negotiations, covenants or representations, whether written or oral, between CounselMore and you, including those made by or between any of our respective representatives, with respect to any of the CounselMore Services. You further agree that you are not relying upon any promise, inducement, representation, statement, disclosure or duty of disclosure of CounselMore in entering into any of the CounselMore terms.

Assignment

CounselMore may assign its rights and/or obligations hereunder and/or transfer ownership rights and title in the CounselMore Services and/or Licensed Content to a third party without your consent or prior notice to you. You may not assign or transfer any of your rights and obligations hereunder without the prior written consent of CounselMore. Any attempted or actual assignment thereof without CounselMore’s prior explicit and written consent will be null and void. In any event, an assignment or transfer pursuant to this Section ‎”Assignment” shall not in itself grant either CounselMore or you the right to cancel any CounselMore Services.

Severability & Waivers

If any provision of the Terms of Use is deemed by a court of competent jurisdiction to be invalid, unlawful, void, or for any reason unenforceable, then such provision shall be deemed severable and will not affect the validity and enforceability of the remaining provisions. No Waiver of any breach or default of any of the Terms of Use shall be deemed to be a waiver of any preceding or subsequent breach or default.

Terms & Conditions • Privacy Policy