Welcome to iCount.

Please read the following terms and conditions carefully before accessing or using iCount’s platform and services.

These Service Terms and Conditions (“Terms”) form a binding agreement between you and iCount Systems USA LLC  (“iCount”, “we”, “us”, “our”), governing your use of iCount’s Software-as-a-Service customer, business management platform, including any updates as may be provided to you by iCount at iCount’s discretion (“Platform”) and related services (which are referred to herein together with the Platform as, “Services”).

By accepting these Terms and/or by accessing or using the Services, you agree that you have read, understood and agree to be bound by these Terms. If you do not agree with these Terms, you must not accept these Terms nor access or use any part of the Services.

By accepting the Terms and/or by accessing and/or using the Services, you represent that you are at least 18 years old and have the legal right and authority to enter into these Terms and to perform your obligations under these Terms. If you are under 18, please do not access and/or use any part of the Services and do not accept these Terms.

If you are entering into these Terms on behalf of an entity, then you hereby represent that you have the right, authority and capacity to bind such entity and its affiliates to these Terms. If you do not have such right, authority and/or capacity, do not access nor use any part of the Services and do not accept these Terms. REFERENCES HEREIN TO “YOU” AND “CUSTOMER” WILL BE DEEMED TO REFER TO SUCH ENTITY AND ITS AFFILIATES ON BEHALF OF WHICH AN INDIVIDUAL USER IS ACCEPTING THESE TERMS.

1. Account. You must sign-up and create a user account on the Platform to use the Services (“Account”). You agree not to create an Account for anyone else or use the Account of another iCount customer without their permission. You hereby represent and warrant that all information submitted during the Account registration process (“Account Information”) is current, complete and accurate, and agree to update your Account Information to the extent necessary. You are solely responsible for maintaining the confidentiality and security of your Account credentials, as well as for all activities that occur under or in your Account. You also agree that iCount may, but is not obligated to, independently verify any information that you provide to iCount or in connection with the Services, such as your Account Information. We may suspend or terminate your Account and refuse any and all current or future use of the Services, if you provide any Account Information or other information in connection with the Services that is, or that iCount has reason to believe it is, false, inaccurate, out of date or incomplete. You agree to immediately notify iCount in writing of any unauthorized access to, or use of, your Account, or any other breach of security.
2. Services and Subscription
   • Description of The Services offer a comprehensive business management SaaS platform and related services, which allow you to track, manage and process your or your organization’s business, commercial and financial activities, such as bookkeeping, inventory, payments, billing and invoicing, expenses, customer relations, meetings and events. In these Terms, “Customer Content” means any information, documents, content, materials, names, logos, reports and data provided or made available by you or on your behalf or that are automatically collected by iCount in connection with your use of the Services, pertaining to or about you, your business, your employees, service providers, consultants, agents and/or advisors.
   • Subscription. Subject to these Terms and payment of the applicable Fees (as defined below), iCount grants you a subscription-based, limited, non-exclusive, non-sublicensable, non-transferable right, during the Term and subject to your Subscription Plan (as defined below), to (a) access and use the Services solely for your internal business purposes; and (b) integrate the Services with your Account on certain third party platforms, as enabled by iCount at its sole discretion. These rights shall be referred to herein as your “Subscription”.
   • Subscription Plan. Your Subscription is subject to the specific terms and conditions of the Subscription plan you have chosen when purchasing you Subscription (“Subscription Plan”), which will be incorporated into, and made part of, these Terms. In case of any conflict or contradiction between these Terms and your Subscription Plan terms, the Subscription Plan terms prevail with respect only to the matter in conflict or contradiction. iCount may change its available Subscription Plan offering at any time, eliminate any Subscription Plans, offer new Subscription Plans, and/or modify the terms of any available Subscription Plan.
   • Features. iCount reserves the right to remove, modify, and/or add any tool, functionality or feature from/to the Services (“Features”) at any time, without notice and for any reason. If iCount determines that you are or may be in breach of these Terms, iCount may block your access or use of certain Features.
3. Restrictions and Usage Rules. You shall not, nor will you authorize or assist others to: (a) circumvent, disable or otherwise interfere with security-related features of the Services or features that enforce limitations on use of the Services; (b) disassemble, reverse engineer, modify, translate, alter, decompile, or otherwise discern the source code of, the Services or any part thereof, except to the extent permitted under applicable law; (c) use the Services on a service bureau or time sharing basis or provide the Services to third parties; (d) distribute, copy, rent, lease, sublicense, assign, transmit, sell or otherwise transfer the Services or any of your rights therein to any third party; (e) violate or abuse password protections governing access to the Services; (f) interfere or attempt to interfere with the integrity or proper working of the Services; (g) use iCount’s name, logo or trademarks without iCount’s prior written consent, except as expressly permitted in these Terms; (h) use the Services in order to conduct any comparisons, competitive analysis, penetration testing, vulnerability assessment, aimed identified security vulnerability or other benchmarking activities, either alone or in connection with any other product or hardware without the prior written consent of iCount; (i) use the Services to violate or impair the rights and/or interest of any third party, including other iCount users; and/or (j) use the Services in any unlawful manner or other than as permitted herein. iCount may, at any time and at its sole discretion, in addition to any other remedy available to it, terminate, suspend and/or cease any access and/or use of the Services by you or anyone on your behalf, due to a breach or suspected breach of this Section ‎‎4. iCount shall have no liability for or in connection with use of Services which is not in accordance with this Section ‎‎4.
4. Markings. Documents, reports and results and other output generated or obtained through your use of the Services (collectively, “Results”) may contain marks, logos, watermarks, proprietary notices and/or marketing content of or pertaining to iCount (collectively, “Markings”). iCount shall not be responsible for the content and/or accuracy of any Markings, and shall not be obligated to remove Markings from any Results on which Markings appear. Markings shall be the sole property of iCount and you shall not use them in any manner, except as included in the Results.
5. Fees and Payments
   • Fees. In consideration for your Subscription, iCount will charge you the non-refundable fees applicable to your Subscription Plan (“Fees”) in accordance with our pricing page, available at:https://www.icount.net/plans, as may be updated from time to time at iCount’s sole discretion. Any failure to pay applicable Fees will result in suspension or termination of you access to the Services and/or to any features and functionalities of the Services.
   • Payment Instrument. Customer must be authorized to use the credit card provided by Customer during the Subscription purchase process (“Payment Instrument”). Customer hereby authorizes iCount and iCount’s payment service providers to charge the Fees to Customer using such Payment Instrument. You shall provide complete and accurate payment information in connection with your Subscription, and you agree that iCount may immediately terminate your Subscription, or otherwise modify, suspend or discontinue your access to and use of the Services, if you have provided incomplete and inaccurate payment information or if the Fees cannot be charged to you Payment Instrument for any reason.
   • Payment Terms. Fees will be charged to the Payment Instrument you provide in accordance with the billing cycles (e.g., monthly or yearly) and at such times (e.g., up front or on a recurring basis) as specified in your Subscription Plan. All payments made by you hereunder are non-refundable, and are without any right of set-off or cancellation, unless otherwise provided in your Subscription Plan or as permitted in accordance with applicable law.
   • Taxes. Amounts payable to iCount hereunder are exclusive of all applicable sales, use, consumption, VAT, GST, and other taxes, duties or governmental charges. Customer is responsible for all taxes, withholdings and duties of any kind with respect to its purchase of Services, except taxes based on iCount’s net income. If Customer is required by applicable law to withhold taxes for any payment to iCount, then the amounts due to iCount shall be increased by the amount necessary so that iCount receives an amount equal to the sum it would have received had Customer not made any withholding.
6. Customer Content
   • License. Certain Customer Content will be made available to iCount in connection with your use of the Services. You hereby grant iCount a worldwide, non-exclusive, royalty-free, fully paid-up, fully sub-licensable and transferable right and license to access, process, display, copy, transfer to third parties, store and otherwise use the Customer Content in order to provide the Services and to administer and make improvements to the Services. You further agree that we may use data that may be derived from Customer Content in an aggregate form or otherwise in a form that does not enable identification of individuals, in order to improve our products and services.
   • Storage. iCount may store Customer Content on its servers or with third party providers of hosting and storage services chosen by iCount at its discretion. iCount reserves the right to change at any time the hosting and storage solutions used by it for provision of the Services.
   • Commitment. You represent and warrant that: (i) all Customer Content, its uploading to the Platform and allowing iCount to access and use it in accordance with these Terms, will comply with all applicable laws and regulations, including without limitation with respect to privacy and data protection; (ii) you have and will maintain all necessary rights, licenses, consents, permissions and approvals to grant the license according to Section ‎1 and to allow iCount to access and use Customer Content (including its transfer to third parties) for the provision of Services or as otherwise permitted in these Terms; and (iii) no Customer Content, nor its uploading to the Services or allowing iCount to access and use it in accordance with these Terms, does or will infringe or violate any third party intellectual property rights (as defined below), privacy or publicity rights, or moral rights. You are solely responsible for all Customer Content and you assume all risks associated with use of Customer Content and of any Results to the extent based thereupon by you or any third party. iCount has no obligation to inspect the Customer Content or your use thereof. iCount and its affiliates shall not be responsible or liable for any errors or omissions in Customer Content, or for any infringement of third party rights, loss or damage, resulting from your or any third party’s thereof (including the Results to the extent based on Customer Content. You have sole responsibility for backup of Customer Content.
7. Third Party Software. The Services may include third party components (“Third Party Software”), to be used by you solely in conjunction with the Services, and shall not be used for any other purpose without prior written consent of iCount. Third Party Software is provided “AS-IS” without any warranty of any kind, and subject to the license terms attached to such Third Party Software. These Terms shall apply to all such Third Party Software providers and Third Party Software as if they were iCount and the Services respectively. In the event of any inconsistencies or conflict between the Third Party Software licenses and these Terms, the provisions of the Third Party Software licenses shall prevail.
8. Proprietary Rights
   • iCount Proprietary Rights. As between you and iCount, iCount solely and exclusively owns any and all worldwide right, title and interest, and all worldwide intellectual property rights, in and to the Services and any upgrades, updates (such as a fix or patch), modifications, improvements, enhancements, derivatives and customizations related thereto, even if such were made as a result of your feedback or recommendation.
   • Your Proprietary Rights. As between us and you, you shall own all of your Customer Content, and we acquire no right, title or interest therein, except for the rights granted in these Terms.
9. Privacy and Use of Anonymous Information
   • Privacy Commitment. You hereby warrant and represent that you have and will provide(d) all appropriate notices, obtain(ed) all required informed consents and/or have any and all ongoing legal bases and complied/comply at all times with any and all applicable privacy and data protection laws and regulations, for allowing iCount to use and process personal data in accordance with these Terms (including, without limitation, the provision of such personal data to iCount (or access thereto) and the transfer of such personal data by iCount to its affiliates and subcontractors, including transfers across international borders), for the provision of the Services and the performance of these Terms.
   • Anonymous Information. We may use Anonymous Information (as defined below) or disclose it to Third Party Providers in order to improve our Services and enhance your experience with the Services. We may also disclose Anonymous Information (with or without compensation) to third parties, including advertisers and partners. “Anonymous Information” means information which does not enable identification of an individual user, such as aggregated information about the use of our Services.
10. Warranties and Disclaimers
    • THE SERVICES AND RESULTS ARE PROVIDED AND MADE AVAILABLE TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY OF SERVICE AND NON-INFRINGEMENT, ALL OF WHICH ARE HEREBY DISCLAIMED BY ICOUNT AND ITS LICENSORS AND SUPPLIERS. customers, vendors, partners, agents, associates, users and/or other third parties with whom you interact for business purposes.
    • NEITHER ICOUNT NOR ITS AFFILIATES, LICENSORS OR SUPPLIERS MAKE ANY REPRESENTATION OR WARRANY: (i) REGARDING THE CONTENT, EFFECTIVENESS, USEFULNESS, RELIABILITY, AVAILABILITY, TIMELINESS, ACCURACY, OR COMPLETENESS OF THE SERVICES AND RESULTS; OR (ii) THAT YOUR USE OF, OR RELIANCE UPON, THE SERVICES AND/OR RESULTS WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, OR WILL BE INTERRUPTED, SECURE OR ERROR-FREE.
11. Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL ICOUNT OR ANY OF ITS AFFILIATES BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS, LOSS OF USE, LOSS OF DATA OR CONTENT, OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS AND/OR THE SERVICES, EVENT IF ICOUNT WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL ICOUNT’S AND ITS AFFILIATES’ TOTAL AND AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS AND/OR THE SERVICES EXCEED THE TOTAL AMOUNT OF FEES PAID BY YOU TO ICOUNT UNDER THESE TERMS IN THE 6 MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY. Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, or of other damages, and to the extent applicable to you, such exclusions and limitations shall not apply.
12. Term and Termination
    • Term. These Terms and your Subscription shall remain in effect shall remain in effect for the period specified in your Subscription Plan (“Subscription Term”). You may choose to purchase a Subscription Plan that includes an automatic renewal (“Renewable Subscription”) or a Subscription Plan that does not include an automatic renewal (“Non-Renewable Subscription”).
      • If you have purchased a Renewable Subscription, then subject to continued payment of applicable Fees, the Subscription Term shall automatically renew for equivalent, successive renewal periods, unless you terminate your account using the control panel in your account.
      • If you purchase a Non-Renewable Subscription, then your Subscription shall automatically terminate upon expiration of the Subscription Term.
    • Termination by iCount. Without derogating from iCount’s other rights and remedies hereunder and/or under applicable law, iCount may immediately terminate these Terms and your Subscription, or otherwise modify, suspend or discontinue your access to and use of the Services in the event that: (a) you commit, or iCount suspects that you have committed, any breach under these Terms; or (b) iCount becomes aware (whether by notice to iCount or otherwise) of any third party claims with respect to the Customer Content. Furthermore, iCount may terminate these Terms for convenience at any time, upon 10 days’ prior notice to you, in which case iCount will grant you a prorated refund of Fees paid by you with respect to the remaining Subscription duration. Notice by iCount under this sub-Section may be given via e-mail and/or via the Account, and will be deemed given upon transmission.
    • Consequencest of Termination. Upon termination or expiration of these Terms and your Subscription: (i) you must immediately cease use of the Services; (ii) your access to your Account will be disabled, and iCount may permanently delete your Account content, including any Customer Content therein; and (iii) unless directed otherwise by iCount in writing, you shall promptly and permanently delete and destroy all information and materials proprietary to iCount which are in your possession or that have been provided to you, including without limitation Confidential Information, and retain no copies thereof. You may continue to use Results (as defined below) obtained during the Subscription Term. This Section ‎‎‎3, and Sections ‎‎4, ‎5, ‎7, ‎8, ‎9, ‎10, ‎11, ‎12, ‎13, ‎14 and ‎15 shall survive termination.
13. Governing Law and Jurisdiction. These Terms is governed by the laws of New York, without regards to its conflict of laws principles, and any dispute arising from these Terms shall be brought exclusively before the courts of New York New York.
14. Force Majeure. iCount shall not be responsible for any failure to perform any obligation or provide any service hereunder because of any: (a) act of God; (b) war, riot or civil commotion; (c) pandemic or other global health crisis; (d) governmental acts or directives, strikes, work stoppage, or equipment or facilities shortages; and/or (e) other similar cause beyond iCount’s reasonable control. For the avoidance of doubt, any problems relating to the hosting of the Services shall not be deemed within iCount’s reasonable control.
15. Miscellaneous. iCount may modify these Terms at any time by posting the modified Terms on iCount’s website, at: https://www.icount.net (“Website”). Such modifications will be effective 10 days after posted on the Website, and your continued use of the Services constitutes your agreement to be bound by the modified Terms. You and iCount are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between you and iCount. These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you but may be assigned by iCount without restriction or notification to you. iCount reserves the right to discontinue or modify any aspect of the Services at any time. These Terms and the relationship between you and iCount shall be governed by and construed in accordance with the laws of the State of New York, without regard to its principles of conflict of laws. You agree to submit to the personal and exclusive jurisdiction of the courts located in New York City, NY and waive any jurisdictional, venue, or inconvenient forum objections to such courts. These Terms shall constitute the entire agreement between you and iCount concerning the Services. If any provision of these Terms is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms, which shall remain in full force and effect. No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term, and a party’s failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.