CounselMore Terms of Service

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Preamble and Agreement to Terms

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" or "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. ("CounselMore", "us" or "we") and you in relation to the use of any CounselMore Services. Please read them carefully.

By using and/or registering for any CounselMore Services you signify and affirm your informed consent to these Terms of Use and the 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.

Restrictions on Use

You agree that you will not make use of the Services for unlawful purposes and will comply with all applicable laws and regulations. You agree not to use the CounselMore Platform in a way that may impact its performance, corrupt content, or hinder its functionality. You also agree not to compromise the security of the Platform or attempt to enter restricted areas. You consent to be entirely responsible for any claim, liability, expense, costs, and losses, including legal fees, arising from your violation of these Terms of Use.

The CounselMore Platform and any material made available for download are the property of CounselMore, 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 Platform is for your own personal use or the internal use of your business.

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.

User Accounts

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

You must provide accurate and complete information when using CounselMore's Services, including your full name and a valid email address. You are solely and fully responsible for all activities that occur under your CounselMore Account, whether or not specifically authorized by you, and for any damages or expenses that may result. 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 credentials or any breach of account security.

Your Obligations

You represent that you are at least eighteen (18) years of age and a professional operating in your legal capacity, and that you possess the legal authority to enter into these Terms of Use and form a binding agreement for yourself or on behalf of the person or entity you represent. CounselMore is a professional platform serving adult practitioners — including independent educational consultants, college counselors, and advisors — who provide services to students and their families.

You undertake and agree to fully comply with all applicable laws and any other contractual terms governing your use of the CounselMore Services, including those applicable to you or your students in any of their geographical locations. In jurisdictions with specific regulations governing educational planning service providers — including Illinois under the Educational Planning Services Consumer Protection Act and California under applicable BPPE requirements — users are solely responsible for compliance with all applicable consumer protection, disclosure, and contracting obligations in their jurisdiction. You are solely responsible and liable with respect to any use of the CounselMore Services that occurs under your CounselMore Account.

CounselMore is not itself a FERPA-covered educational institution. Where CounselMore serves school-based counselors or institutional clients, it operates solely as a technology service provider. Counselors and institutional users of the CounselMore Platform are solely responsible for their own compliance with the Family Educational Rights and Privacy Act (FERPA), applicable state education records laws, and any other laws governing the handling of student educational records.

For any student information, educational records, or other personally identifiable information entered into the platform by users, CounselMore functions solely as a data processor acting on behalf of the user. The user determines what data is collected, entered, stored, and used within the system and therefore functions as the data controller for such information. CounselMore does not independently determine the purpose or use of student data entered by users and processes such information only as necessary to operate and maintain the platform.

As a professional practitioner entering student information into the CounselMore Platform, you represent that you have obtained appropriate authorization from the student, parent, legal guardian, or other person with legal authority to permit the collection and use of that information, that any such authorization was obtained in accordance with applicable law, and that your use of the Platform in connection with that information does not violate any applicable law or professional obligation.

Counselors are solely responsible for compliance with all applicable federal and state student data privacy laws in their jurisdiction, including but not limited to FERPA and laws governing the collection, use, and disclosure of K-12 student personally identifiable information. CounselMore assumes no compliance obligation on behalf of any user. CounselMore will make its data handling practices available to users upon reasonable written request.

You agree not to: copy, modify, or create derivative works of the CounselMore Platform; submit defamatory, harassing, or fraudulent content; collect login credentials for third-party services without express consent; upload malicious code or content; scrape, spider, or use automated tools to access platform data; impersonate any person or entity; or violate any applicable law or these Terms of Use. The use of third-party automated tools, artificial intelligence assistants, agents, or bots that access the CounselMore Platform under your credentials is subject to these Terms in full. You are solely and fully responsible for all actions taken by any such tool or agent that you authorize or permit to access your account, and any violation of these Terms by such a tool or agent will be treated as a violation by you. If you become aware that your credentials have been used by an unauthorized tool or third party without your permission, you must notify CounselMore immediately at support@counselmore.com. CounselMore reserves the right to suspend or terminate any account accessed by unauthorized automated means regardless of whether the account holder authorized such access, and will work in good faith with affected users who promptly report unauthorized access to investigate and resolve the matter. Failure to abide by these obligations may result in immediate termination of Services without refund.

Content and Ownership

Your Content — Ownership and License to CounselMore

As between CounselMore and you, you retain all ownership of and intellectual property rights in the content, data, and materials you submit to the CounselMore Platform ("User Content"), including counseling materials, student records, case notes, college lists, and any other content generated in the course of your professional practice. CounselMore does not claim ownership of your User Content.

In order to provide the CounselMore Services, you grant CounselMore a limited, non-exclusive, non-transferable, royalty-free license to access, store, reproduce, display, and process your User Content solely to the extent necessary to: (i) operate, maintain, and deliver the CounselMore Services to your account; (ii) perform technical functions including backup, security monitoring, and error correction; and (iii) respond to your support requests. This license is limited strictly to these purposes.

CounselMore does not use your User Content to: train artificial intelligence or machine learning models; develop data products; provide services to other users or third parties; or engage in any commercial activity beyond delivering the Services to your account.

CounselMore may display to active subscribers aggregated, anonymized performance data derived from platform activity — such as aggregate student acceptance rates across the platform — solely as a service enhancement feature available within the CounselMore Platform. This data is not individually identifiable, cannot be traced to any specific counselor or student, is displayed only to active paying subscribers within the platform, and is not shared outside the platform, sold, or transferred to any third party for any purpose.

The license you grant CounselMore terminates automatically upon the permanent deletion of your User Content following cancellation or termination of your CounselMore Account. Where professional account data is preserved in dormant status following a user-initiated cancellation pursuant to Option B, the limited license granted in this section continues in effect solely with respect to that retained content and solely to the extent necessary for CounselMore to maintain, secure, and store it, until such time as that content is permanently deleted. CounselMore's technical obligation to access your content for backup or operational purposes does not extend beyond the retention period applicable to the relevant category of data as described in these Terms.

You acknowledge and agree that CounselMore will need to access, upload, and/or copy your User Content to its servers and those of its third-party service providers — including cloud services and CDNs — to make display adjustments, duplicate content for backup, and perform other technical functions required to provide the Services. All such access is governed by the limited license above and by CounselMore's Privacy Policy.

K-12 Student Data

CounselMore recognizes that User Content may include personally identifiable information pertaining to K-12 students who are minors. CounselMore treats all K-12 student personally identifiable information as confidential. CounselMore applies its full data security framework to K-12 student personally identifiable information and does not treat it as a lower-sensitivity category for any purpose.

CounselMore does not share K-12 student personally identifiable information with advertising networks, marketing partners, data brokers, or any third party whose services are not essential to delivering the CounselMore Services to your account.

CounselMore does not use K-12 student data to train artificial intelligence models, develop commercial data products, or for any purpose other than enabling you to deliver educational counseling and advising services through the CounselMore Platform.

Student profiles and student records within the platform are created and managed solely by the professional user under the professional's account.

CounselMore does not directly collect information from students and does not knowingly permit the entry of personally identifiable information pertaining to any student under the age of 13. You represent that you will not submit personally identifiable information pertaining to any student under the age of 13 to the CounselMore Platform.

Compliance with the Children's Online Privacy Protection Act (COPPA) and any applicable state law with respect to student data entered into the platform is solely your responsibility as the professional user. You agree to defend, indemnify, and hold harmless CounselMore from any and all claims, damages, liabilities, costs, and expenses arising from your submission of personally identifiable information pertaining to any student under the age of 13.

CounselMore does not sell, share, or transfer your personal data or User Content to third parties except as strictly necessary to operate the platform. Third-party integrations available through the CounselMore Platform — including scheduling, calendar, and productivity tools — are optional and user-initiated. You choose which third-party services to connect to your account. CounselMore transmits data to a connected third-party service only when you direct it to do so, such as when you initiate a sync, export, or integration action within the platform. CounselMore does not push or pull data between your account and any connected third-party service without a user-initiated action. CounselMore is not responsible for the data practices of third-party services you choose to connect, and you should review the privacy policy of any third-party service before connecting it to your account.

CounselMore Intellectual Property

All rights, title, and interest in and to the CounselMore Platform, including any copyrightable materials or other content created by CounselMore — including artwork, graphics, website templates, source and object code, applications, curriculum content, audio, video, designs, interfaces, documentation, interactive features, advertising tools, inventions, trade secrets, logos, domains, trademarks, and service marks, whether or not registered (collectively, "CounselMore Intellectual Property") — are owned by and/or licensed to CounselMore.

User Content does not include the College Readiness Curriculum Package or any other curriculum materials, assignment frameworks, or content created by CounselMore and made available to you under license. These materials remain the exclusive intellectual property of CounselMore regardless of where they are accessed within the platform. For the avoidance of doubt, assignments, tasks, notes, college lists, and other materials independently created by you and entered into the platform are your User Content and are governed by the User Content provisions of these Terms.

Subject to your full compliance with the Terms of Use and timely payment of all applicable Fees, CounselMore grants you 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.

These Terms of Use do not convey any right or interest in or to CounselMore’s Intellectual Property except for the limited license expressly granted above. Nothing in these Terms constitutes an assignment or waiver of CounselMore’s Intellectual Property rights under any law.

The College Readiness Curriculum Package is registered with the United States Copyright Office as a literary work (Registration No. 1-10577322962). All materials comprising the College Readiness Curriculum Package are protected by federal copyright law. By agreeing to these Terms you are hereby placed on formal notice of this registration. College Readiness Curriculum Package materials are intended for exclusive use with the CounselMore Platform by current CounselMore subscribers only. All purchase terms, refund terms, and payment obligations applicable to College Readiness Curriculum Package purchases are governed exclusively by the Refund Policy section of these Terms. CounselMore reserves all legal rights with respect to any infringement of its intellectual property rights in the College Readiness Curriculum Package, including the right to pursue statutory damages and attorney’s fees under applicable federal copyright law.

Community Content and Anonymous Annotations

Counselor-generated opinions and annotations entered voluntarily into the CounselMore Platform remain the User Content of the contributing counselor. You retain all ownership rights to such content. By voluntarily entering opinions or annotations into community-facing features of the platform, you grant CounselMore a limited license to display that content anonymously to other active CounselMore subscribers as a community feature of the Services. This anonymous display occurs solely within the CounselMore Platform and does not constitute disclosure to any party outside the platform. CounselMore does not sell, transfer, or share community annotations with any third party. You are solely responsible for ensuring that any opinions or annotations you voluntarily enter do not contain information that could be used to identify a specific student or family. CounselMore does not verify the accuracy of community annotations and is not liable for any reliance placed on them by other users.

Feedback and Suggestions

If you provide suggestions, comments, or other feedback relating to the CounselMore Platform ("Feedback"), CounselMore may use that Feedback to: (i) further develop and improve CounselMore Services; (ii) provide ongoing support; (iii) contact you with relevant notices or interview requests; (iv) create aggregated statistical data; (v) enhance data security and fraud prevention; and (vi) comply with applicable laws and regulations.

Feedback does not include personally identifiable information pertaining to K-12 students, student educational records, or counseling case materials. If you submit a support request or other communication that includes such information, that information is governed exclusively by the User Content provisions of these Terms and by CounselMore’s Privacy Policy, and is not subject to the license granted in this section.

Submission of Feedback is at your own risk and CounselMore has no obligation of confidentiality with respect to Feedback. You grant CounselMore a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive license to use, reproduce, perform, display, distribute, adapt, modify, and create derivative works of all Feedback in connection with the operation and maintenance of the CounselMore Platform.

Privacy

CounselMore’s collection, use, and handling of personal information is governed by the CounselMore Privacy Policy, available at https://www.counselmore.com/privacy-policy, which is incorporated into these Terms by reference. We encourage you to read the Privacy Policy and each Third Party Service’s relevant policies regularly.

Service Fees and Paid Services

CounselMore offers a free trial on select products. Free trial terms, eligibility, credit card requirements, auto-conversion disclosure, and cancellation rights are governed exclusively by the Free Trial section of these Terms. After the expiration of the free trial, use of CounselMore Services is subject to payment of fees as determined by CounselMore (“Paid Services” and “Fees”). CounselMore will provide notice of Fees then in effect. If you wish to receive or use CounselMore Services, you are required to pay all applicable Fees in advance.

Free Trial

CounselMore offers a thirty (30) day free trial on select products. A valid credit card is required to begin the free trial. BY PROVIDING YOUR PAYMENT INFORMATION AT REGISTRATION, YOU AUTHORIZE COUNSELMORE TO AUTOMATICALLY CHARGE YOUR CREDIT CARD THE THEN-CURRENT MONTHLY SUBSCRIPTION FEE AT THE END OF THE THIRTY (30) DAY TRIAL PERIOD UNLESS YOU CANCEL BEFORE THAT DATE. No charge will be made to your payment method until the end of the thirty (30) day trial period. At the end of the thirty (30) day trial period, your account will automatically convert to a paid monthly subscription and the applicable Fee will be charged to the payment method provided at registration. If you do not wish to continue, you may cancel at any time before the end of the thirty (30) day trial period using the cancel option clearly displayed within the CounselMore Platform. Cancellation before the conversion date results in no charge. The free trial is available once per organization, identified by the email address of the administrator at the time of account registration. Licenses added to an existing administrator account at any time do not qualify for a free trial and will be billed at the applicable rate from the date of addition. Any attempt to circumvent this restriction by registering additional accounts will result in the applicable subscription fee being charged from the date of creation of each additional account.

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 promotional offer, CounselMore shall have the right to automatically renew your subscription at the full applicable Fee.

All Fees shall be deemed to be in U.S. Dollars. Unless specified otherwise, all Fees are exclusive of applicable taxes. You shall be responsible for payment of all applicable taxes relating to your use of the CounselMore Services.

Third-Party Payment Processors

We use third-party payment processors to assist in securely processing your payment information. 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 at: https://stripe.com/privacy.

Subscription Auto-Renewals and Cancellations

Monthly Subscriptions

Monthly subscriptions are provided on a thirty (30) day minimum (“Monthly Term”), automatically renewed every thirty (30) days on the initial payment date and charged to the credit card on file. BY COMPLETING REGISTRATION AND PROVIDING A PAYMENT METHOD, YOU AUTHORIZE COUNSELMORE TO CHARGE YOUR CREDIT CARD ON FILE AUTOMATICALLY AT THE THEN-CURRENT MONTHLY RATE AT THIRTY (30) DAY INTERVALS UNTIL YOU CANCEL. You may add additional licenses to your monthly plan - each license will be charged per license, also monthly. Additional licenses can be removed from your account by you at any time.

For complete account cancellation procedures, billing interval disclosure, and applicable timelines, see the Cancellation by User section of these Terms.

Annual Subscriptions

All CounselMore subscriptions available through the platform are billed on a monthly basis as described above. Annual plans are not available through the standard platform registration process. Where a user has entered into a separate private written agreement directly with CounselMore for an annual plan, the terms, renewal provisions, cancellation rights, and payment obligations of that plan are governed exclusively by the terms of that separate agreement. These Terms of Use apply to all users including those on annual plans except where the separate agreement expressly provides otherwise.

College Readiness Curriculum Package

You must be a current CounselMore subscriber to purchase the College Readiness Curriculum Package. Payment is a one-time charge. New subscribers within the first ninety (90) days of their CounselMore account creation may purchase the College Readiness Curriculum Package at a discounted rate. This new-member discount applies exclusively to College Readiness Curriculum Package purchases and does not create any expectation of discount eligibility for any other CounselMore product, service, or subscription plan, whether now existing or offered in the future. This discount reflects new-member pricing and is conditioned on maintaining an active CounselMore subscription for a minimum of one (1) calendar year from the date of purchase. If your subscription is canceled or terminated for any reason before the end of that one-year period, the new-member discount will be rescinded and you will be responsible for the difference between the discounted price paid and the full retail price of the College Readiness Curriculum Package in effect at the time of your original purchase. The full retail price applicable at the time of your original purchase will be the basis for any such charge, not the retail price at the time of cancellation. The credit card on file will be charged accordingly prior to account closure. See the Refund Policy section for complete terms applicable to all purchases.

Cancellation

Cancellation by User

During the free trial period, you may cancel your CounselMore Account at any time by using the cancel account option clearly displayed within the CounselMore Platform. Cancellation during the trial period results in no charge. After the free trial period has ended and your account has converted to a paid monthly subscription, cancellation requires the following process: contact support@counselmore.com to request a cancellation form; CounselMore will respond with a cancellation form for you to complete and return; the date on which the completed cancellation form is received by CounselMore is the official cancellation date. Account cancellation processing typically takes approximately thirty (30) days absent extraordinary operational circumstances, from the cancellation date. Because accounts are billed at thirty (30) day intervals, you may receive one additional charge after your cancellation date if your billing cycle falls within the cancellation processing period. That charge is final and not refundable. Upon submission of your request to cancel, you will be offered two options.

Option A — Pause: You may pause your CounselMore Account for a period of three (3) months. During the pause period your account, all data, and all platform content remain intact and preserved in the same secure environment in which the account operated prior to the pause. On the first day of the fourth month your subscription will automatically resume and you will be charged at your current subscription rate. The pause option may be exercised one time per account.

Option B — Cancel: CounselMore will delete all K-12 student personally identifiable information within a commercially reasonable period following the cancellation form submission date. Deleted data cannot be recovered. Your professional account data — including counseling materials, settings, and platform content that does not constitute K-12 student PII — may be preserved in dormant status, in whole or in part, at CounselMore’s discretion, and may not remain available for later access or reactivation. You are responsible for exporting any data you wish to retain prior to submitting a cancellation form. CounselMore shall not be liable for any loss of data, account history, or content resulting from a user-initiated cancellation.

No refunds will be provided for accounts canceled mid-term or for subscription months in which the Services were not utilized. See the Refund Policy section below for complete terms.

Cancellation by CounselMore

CounselMore reserves the right to refuse service, suspend, or terminate any account at any time, for any reason, at its sole discretion. This includes but is not limited to termination for material breach of these Terms, nonpayment, suspected or confirmed fraud, misuse of the platform, security concerns, legal compliance needs, or any conduct that creates risk to CounselMore, its users, or third parties. CounselMore is a privately held company and is under no obligation to provide or continue providing Services to any user. Where termination is based solely on suspected fraud and no immediate security risk is present, CounselMore will endeavor to conduct a reasonable internal review and notify the account holder using the contact information on file before terminating the account. See the Refund Policy section for terms applicable to CounselMore-initiated terminations.

Chargebacks and Disputes

Unauthorized chargebacks, fraudulent payment reversals, or repeated bad-faith billing disputes constitute a material breach of these Terms and may result in immediate suspension or permanent termination of the account. For the avoidance of doubt, a user-initiated chargeback or payment dispute is treated as a category of conduct subject to immediate suspension at CounselMore’s sole discretion; the internal review and notification process described in the Cancellation by CounselMore section does not apply to terminations arising from chargebacks or payment disputes. CounselMore reserves the right to provide copies of these Terms of Use and relevant billing records to the payment processor or financial institution in connection with any dispute. As a privately held company, CounselMore reserves the absolute right to refuse service to any user who initiates a chargeback or payment dispute, regardless of the outcome of that dispute. See the Refund Policy section for complete terms governing payments and refunds.

Refund Policy

CounselMore does not issue refunds, credits, or partial credits under any circumstances. This policy applies uniformly to all users and all subscription types. Specifically: (1) no refunds are provided for subscription months canceled mid-term; (2) no refunds are provided for months in which the Services were not utilized; (3) no refunds are provided for the College Readiness Curriculum Package under any circumstances, including early cancellation; (4) no price protection or retroactive adjustments are provided if a promotional discount becomes available after purchase; and (5) annual subscribers who cancel before the end of their term will not receive a refund for the unused portion of their subscription.

In the event CounselMore initiates termination of an account, no refund will be issued except where CounselMore determines in its sole discretion that a refund or account credit is warranted. CounselMore is under no obligation to issue a refund upon CounselMore-initiated termination.

If you have a billing concern or believe your account was terminated in error, we encourage you to reach out to us directly at support@counselmore.com. CounselMore reviews account credit requests on a case-by-case basis and will work in good faith with users who contact us. Submission of a request does not obligate CounselMore to issue a refund or credit, does not stay any termination, and does not alter the finality of any transaction. This consideration process is not available to accounts suspended or terminated in connection with a chargeback, payment dispute, suspected or confirmed fraud, or any other bad-faith conduct as determined by CounselMore.

All sales are final.

Third-Party Service Providers

CounselMore collaborates with third-party vendors and hosting partners who provide essential hardware, software, networking, and storage resources to deliver CounselMore Services. These service providers include, but are not limited to, Google, Stripe, Calendly, and Acuity. By using the CounselMore Platform, you consent to CounselMore sharing your data with third-party service providers assisting in operations, subject to the data sharing limitations set forth in these Terms and in the Privacy Policy. Payment processors do not receive K-12 student personally identifiable information through ordinary subscription billing flows.

Security and Incident Response

CounselMore maintains commercially reasonable administrative, technical, and physical safeguards designed to protect User Content and personal information from unauthorized access, disclosure, alteration, or destruction. CounselMore may suspend account access, investigate security incidents, preserve system logs and account records, and cooperate with lawful requests or breach response obligations as CounselMore determines necessary to protect the security and integrity of the CounselMore Platform and its users. These actions may be taken without prior notice where CounselMore determines that immediate action is required to address a security risk, legal obligation, or threat to the platform or its users. Where permitted by applicable law and operationally practicable, CounselMore will endeavor to notify affected users of lawful requests for their data, but assumes no contractual obligation to do so.

Warranty Disclaimer

THE COUNSELMORE PLATFORM, INCLUDING ANY CONTENT OR INFORMATION CONTAINED WITHIN IT OR ANY PLATFORM-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 PLATFORM AND PLATFORM-RELATED SERVICES.

COUNSELMORE AND ITS OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, AND AUTHORIZED SERVICE PROVIDERS 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 COUNSELMORE PLATFORM, PLATFORM-RELATED SERVICES, CONTENT, OR INFORMATION CONTAINED WITHIN THE COUNSELMORE PLATFORM. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE COUNSELMORE PLATFORM OR PLATFORM-RELATED SERVICES IS TO STOP USING THE COUNSELMORE PLATFORM AND/OR THOSE SERVICES.

Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, COUNSELMORE, ITS OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, 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 STORED THEREIN; (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE COUNSELMORE SERVICES; (5) EVENTS BEYOND THE REASONABLE CONTROL OF COUNSELMORE; AND/OR (6) LOSS OF USE, DATA, PROFITS, GOODWILL, OR OTHER INTANGIBLE LOSSES.

In any case in which CounselMore’s liability is not otherwise excluded or disclaimed under these Terms, CounselMore’s total aggregate liability to you for all claims arising out of or relating to these Terms or the CounselMore Services shall not exceed the lesser of the total fees paid by you to CounselMore in the twelve (12) months immediately preceding the event giving rise to the claim or five hundred dollars ($500.00).

Notwithstanding the foregoing, to the extent that applicable federal or state student data privacy law expressly prohibits the limitation or exclusion of liability arising from the unauthorized disclosure or misuse of K-12 student personally identifiable information, nothing in this Limitation of Liability section shall operate to limit or exclude such liability. Where applicable law does not expressly prohibit contractual liability limitations, CounselMore's total aggregate liability for claims arising from the unauthorized disclosure or misuse of K-12 student personally identifiable information shall not exceed the greater of the total fees paid by you to CounselMore in the twelve (12) months immediately preceding the event giving rise to the claim or five hundred dollars ($500.00).

Indemnity

You agree to defend, indemnify, and hold harmless CounselMore, its licensors, licensees, distributors, agents, representatives, and other authorized users, and all of the foregoing entities’ respective officers, directors, owners, employees, agents, representatives, and assigns from and against any and all claims, damages, obligations, losses, liabilities, costs, attorneys’ fees, and expenses arising out of or in connection with: (1) your use of the CounselMore Platform or Services; (2) your violation of any term of these Terms of Use; (3) your violation of any third-party right, including any copyright, trademark, or privacy right, resulting from any data or content you contribute to your CounselMore Account; (4) any submission by you that causes damage to a third party; and (5) any claim asserted by or on behalf of any student under the age of 13 whose personally identifiable information was submitted to the CounselMore Platform by you or under your account. You shall cooperate as fully as reasonably required in the defense of any such claim. CounselMore reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you. You shall not enter into any settlement agreement that affects the rights of CounselMore without CounselMore’s prior written approval.

Governing Law, Dispute Resolution, and Binding Arbitration

These Terms and any dispute, claim, or controversy arising out of or relating to these Terms or the CounselMore Services shall be governed by the laws of the State of California, without regard to its conflict-of-laws principles. Before initiating any formal dispute, you agree to contact CounselMore at Support@CounselMore.com with a detailed written description of your claim and to negotiate in good faith for a period of sixty (60) days from the date CounselMore acknowledges receipt of your claim description. If the dispute is not resolved within that period, you agree to resolve any and all such disputes, controversies, or claims through binding and final arbitration, instead of through court proceedings. You and CounselMore waive any right to a jury trial. All claims shall be submitted for binding arbitration administered by the American Arbitration Association (“AAA”) in accordance with its Commercial Arbitration Rules then in effect. The arbitration shall be conducted before a single arbitrator in San Mateo County, California, unless both parties agree otherwise. The arbitrator’s decision shall be final and binding and may be enforced in any court of competent jurisdiction. The arbitrator may not award damages beyond those excluded or limited by these Terms and may not award punitive or exemplary damages. Either party may seek temporary or preliminary injunctive relief in a court of competent jurisdiction to prevent immediate and irreparable harm pending resolution by arbitration. Class Action Waiver: You and CounselMore agree that all arbitration or legal proceedings shall be conducted solely on an individual basis and not as a class, consolidated, or representative action. You shall not have the right to bring any claim against CounselMore as a plaintiff or member of a class. The arbitrator may not consolidate or join the claims of other persons or parties who may be similarly situated. If a court or arbitrator determines that this Class Action Waiver is unenforceable for any reason, the entire arbitration agreement set forth in this section shall be null and void, and any remaining dispute shall be resolved exclusively in the state or federal courts located in San Mateo County, California, which shall serve as the sole fallback venue where arbitration does not apply or has been invalidated.

General Provisions

Modifications

CounselMore reserves the right to modify these Terms of Use at any time. Updated Terms will be posted within the CounselMore Platform or on the CounselMore website. Continued use of the Services following such posting constitutes acceptance of the revised Terms.

Assignment

Users will be notified of any such assignment or transfer in accordance with the notice provisions of these Terms. CounselMore may assign its rights and/or obligations hereunder and/or transfer ownership rights in the CounselMore Services to a third party without your consent. You may not assign or transfer any of your rights and obligations hereunder without the prior written consent of CounselMore. Any assignment or transfer by CounselMore shall not in itself grant CounselMore the right to cancel any CounselMore Services. Any assignment or transfer of CounselMore’s rights or obligations under these Terms shall be subject to the condition that the assignee or successor expressly assumes CounselMore’s obligations with respect to User Content ownership and K-12 student personally identifiable information as set forth in these Terms.

Entire Agreement

These Terms of Use, together with the CounselMore Privacy Policy and any other legal or fee notices provided to you by CounselMore, constitute the entire agreement between you and CounselMore concerning the subject matter hereof and supersede any and all prior or contemporaneous agreements, understandings, promises, conditions, negotiations, covenants, or representations, whether written or oral.

Force Majeure

CounselMore shall not be liable for any delay or failure to perform its obligations under these Terms to the extent such delay or failure is caused by circumstances beyond CounselMore’s reasonable control, including but not limited to acts of God, natural disasters, pandemic, fire, flood, war, terrorism, governmental action, internet service disruptions, third-party infrastructure failures, or other events of a similar nature. CounselMore’s obligations shall be suspended for the duration of any such event, and CounselMore will use commercially reasonable efforts to restore Services as promptly as practicable.

Severability and Waivers

If any provision of the Terms of Use is deemed by a court of competent jurisdiction to be invalid, unlawful, void, or 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.

Relationship of the Parties

These 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.

Notices

CounselMore may provide you with notices by: (1) banner or pop-up within the CounselMore Platform; (2) email to the address associated with your account; and/or (3) email or other electronic contact information you have provided. Notices will be deemed received and effective within twenty-four (24) hours after publication or transmission.

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