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COUNTACH RESEARCH

Updated on: May 2nd, 2020

PLEASE SCROLL DOWN AND CAREFULLY READ THE TERMS OF USE BELOW.

THESE TERMS OF USE, AS AMENDED FROM TIME TO TIME (THIS “AGREEMENT”), SET FORTH THE TERMS OF YOUR USE OF THE SERVICES (DEFINED BELOW) OF COUNTACH RESEARCH GMBH (“COUNTACH RESEARCH,” “WE,” “US,” AND/OR “OUR”).  THIS IS A BINDING CONTRACT BETWEEN YOU, AS A USER OF THE SERVICES (“YOU,” “YOUR,” AND/OR “USER”) AND COUNTACH RESEARCH, THE PROVIDER OF THE SERVICES. THIS AGREEMENT INCORPORATES BY REFERENCE OUR PRIVACY POLICY, DMCA POLICY, ANY SPECIFIC TERMS OF SERVICEAND ANY OTHER RULES OR GUIDELINES POSTED REGARDING OUR SERVICES (EACH, AN “ANNEX”), AS MAY BE AMENDED BY US FROM TIME TO TIME.  

YOUR ACCESS, PURCHASE AND/OR USE OF ANY OF THE SERVICES
CONSTITUTES YOUR AGREEMENT TO BE BOUND BY AND COMPLY WITH THESE TERMS OF USE.
 IF YOU DO NOT AGREE, YOU SHOULD IMMEDIATELY CEASE ALL USE OF THE
SERVICES. YOU MAY ALSO ELECT TO PURCHASE ADDITIONAL SERVICES FROM OUR
AFFILIATES, PARTNERS AND/OR OTHER THIRD PARTIES, WHICH MAY HAVE THEIR OWN TERMS
OF USE AND/OR SERVICE AGREEMENTS, AND IT IS YOUR OBLIGATION TO REVIEW, ACCEPT
AND ABIDE BY THOSE TERMS OF USE AND/OR SERVICE AGREEMENTS OR OTHER RELATED
TERMS AND CONDITIONS, AS WELL AS THIS AGREEMENT. 

SOME OF THE SERVICES ARE DELIVERED ELECTRONICALLY, AND MAY
INCLUDE ELECTRONIC TRANSACTIONS.  BY ACCESSING AND/OR USING THE SERVICES,
YOU AGREE THAT YOU WILL BE BOUND BY ANY ELECTRONIC SUBMISSIONS, COMMUNICATIONS
OR TRANSACTIONS MADE USING YOUR CREDENTIALS (DEFINED BELOW), INCLUDING YOUR
ACCEPTANCE OF THIS AGREEMENT, AND YOU CONSENT TO RECEIVE ELECTRONIC
COMMUNICATIONS FROM US, INCLUDING, BUT NOT LIMITED TO, NOTICES OF CANCELLATION
AND RENEWALS, POLICIES, CONTRACTS AND APPLICATIONS.

  1. CHANGES TO THIS AGREEMENT

We reserve the right, in our sole discretion, to change, modify
and/or revise this Agreement (including any Annex) at any time. Any such
changes are effective immediately upon our posting of the amended Agreement or
other notice to you. You agree that your continued use of the Services
following such posting constitutes acceptance of the Agreement as amended. Note
that when we add or modify a Premium Service (defined below), we may modify
this Agreement with respect to such Premium Service. If you have the Agreement
cached on a browser, the applicable Agreement is the most recent version of the
Agreement that appears on a non-cached browser. You should review the Agreement
on our Platforms (defined below) frequently.

  1. THE SERVICES

The Services include our written and digital publications and materials, websites (including, but not limited to, countach.io and countachresearch.com), mobile applications and all other online and other platforms (collectively, the “Platforms”), all Content (defined below) displayed on or delivered through the Platforms, and memberships (collectively, the “Services”). “Content” means data, information, research, e-letters, newsletters, digests, articles and blogs, news aggregate services, emails, images, graphs, videos, podcasts, webinars, conferences, books, audio (including, but not limited to, access to conference calls), software, analytic tools, and any visual, audial or digital content made available on or through a Platform.  The Services include certain Services provided free of charge (“Free Services”) as well as Services for which you must pay a one-time fee, subscription fee, maintenance fee or other fees in order to have access, including, but not limited to, premium Content and memberships (collectively “Premium Services”). The terms of this Agreement apply to both Free Services and Premium Services (except where indicated below that the relevant terms apply only to a designated Premium Service). For the avoidance of doubt, this Agreement applies to Services that are made available on a Platform that may be accessed only by a User to whom we have issued Credentials (defined below), as well as those Services made available by email, through Platforms that do not require Credentials, or through other processes. 

This Agreement applies to all Services, whether purchased or
used separately, or as part of a membership package, or any solution or bundled
package of Services. If you purchase or use Services that are sold or otherwise
provided together as a solution or bundled package (as opposed to your
purchasing or using Services separately), termination of any part of the
Services will result in the termination of all Services provided as part of the
solution or bundled package.  See the Section 12 for additional details on
this subject.

  1. DISCLAIMERS CONCERNING THE CONTENT WE PROVIDE

You acknowledge and agree to the following:

     i. Countach Research is a publisher
of financial information, not an investment adviser.
 We rely upon the
“publisher’s exclusion” from the definition of investment adviser under Section
202(a)(11)(D) of the Investment Advisers Act of 1940 and corresponding state
securities laws. We do not provide personalized or individualized investment
advice. Any information provided as part of the Services is impersonal and not
specific to any person’s investment needs. You acknowledge and agree that no
Content published or otherwise provided as part of any Service constitutes a
personalized recommendation or advice regarding the suitability of, or
advisability of investing in, purchasing or selling any particular investment,
security, portfolio, commodity, transaction or investment strategy. To the
extent that any of the Content may be deemed to be investment advice or
recommendations in connection with a particular security, such information is
impersonal and not tailored to the investment needs of any specific person;

     ii. None of our personnel, including, but
not limited to, editorial staff, employees or independent contractors (collectively, “Our
Representatives”
), will provide you with personalized advice regarding the
value or suitability of, or advisability of investing in, purchasing or
selling, any particular investment, security, portfolio, commodity,
transaction, investment strategy or any other matter, and you further agree not
to request or contact us for such advice;

     iii. From time to time the Services provide
the opinion and commentary of Our Representatives, as well as well as opinion
and commentary of third parties that are not controlled by Countach Research,
including, but not limited to, interviewees, guests, analysts and other
third-party Content providers (collectively, “Outside Contributors”),
as well as opinions and commentary provided in the products and services of our
affiliates. The Services may contain opinions and commentary with regard to
investments that may differ from opinions and commentary provided by and in
other Services, Outside Contributors and/or our affiliates. The Services and/or
Content are not to be used or construed as a recommendation or offer to buy or
sell, or a solicitation of an offer to buy or sell, any security, company,
financial product or instrument, or to participate in any particular investment
strategy, by any of the Countach Entities (defined below) or any third party.
The Services and all Content are for informational purposes only and are not
intended to provide you with tax, legal, investment or accounting advice. None
of Countach Entities shall be liable for any investment decisions based upon or
results obtained from the Services and/or Content. Trading in investments
involves risk and volatility, and any of the investments discussed in the
Services may lose their value after purchase. Past investment results are not
necessarily indicative of future performance;

     iv. Although we have certain trading
restrictions for Our Representatives relating to investments or securities that
are recommended in the Services, from time to time, one or more Outside Contributors
or their affiliates may have a position in the investment or securities written
about in the Services. In cases where the position is held at the time of
publication, Outside Contributors may make a related disclosure; however, Countach
Research has no duty or obligation to investigate or determine whether Outside
Contributors or their affiliates hold a position in an investment or security
written about in the Services or to ensure that Outside Contributors make any
such disclosure. In addition, Outside Contributors may be subject to certain
restrictions on trading for their own account. In addition, certain of Our
Representatives and other persons from our affiliates may, from time to time,
have positions in, or buy or sell, the investments, securities or derivatives
thereof that are referenced in the Content and may take positions inconsistent
with the views expressed therein;

     v. Where Services and/or Content provided by
Countach Research consists of pricing or performance data, such data has been
obtained from third-party sources reasonably believed to be reliable. However,
the accuracy, completeness or timeliness of any such data or data calculations
are not guaranteed by the Third-Party Providers (defined below) of such data or
by Countach Research, or any other third party. You acknowledge and agree that
we do not have control over the quality, accuracy, completeness, veracity or
legality of Content provided by Third-Party Providers and Outside Contributors;

     vi. From time to time, reference may be made
in our marketing materials to prior articles and opinions we have published.
These references may be selective, may reference only a portion of an article
or recommendation, and may not be current. As markets change continuously,
previously published information and data may not be current and should not be
relied upon;

     vii. When U.S., international,
cryptocurrency and/or other similar exchanges are open, any quotes that we may
provide through our Platforms are delayed (other than those obtained through
any real-time quote services we make available to users of certain Services).
When such exchanges are not open, quotes are only current as of the close of
the last day of trading. You acknowledge and agree that neither Countach
Research nor any Third-Party Provider of these quotes or related data shall be
liable to you or any third party for any damage or loss resulting from your
reliance or trading on the quotes, information or data contained or referenced
in the Content or Services.  

     viii. To the extent any of the Services
involve a model portfolio of investments, such portfolio provides investment
ideas and/or provides information regarding investments, and is chosen by Our
Representatives or Outside Contributors in accordance with our or their stated
investment strategy and is for informational purposes only. Your actual results
may differ from results reported for the portfolio for many reasons, including,
but not limited to, trading commissions or pricing differences due to timing of
a purchase or sale of an investment in the portfolio; and

     ix. The information, research and opinions
and other Content that Countach Research provides as part of the Services are
obtained or derived from sources believed to be reliable, but we cannot
guarantee their accuracy and completeness nor the opinions based thereon. You
should not rely solely upon such information, research and opinions for
purposes of transacting securities or other investments, and you are encouraged
to conduct your own research and due diligence, and to seek the advice of a qualified
investment professional before you make any investment. None of the information
provided as part of our Services constitutes, or is intended to constitute, a
recommendation by us of any particular security or other investment or trading
strategy or a determination by us that any security or other investment or
trading strategy is suitable for any specific person. Investing in securities
or other investments, including those chosen in any of Countach Research’s
model portfolio products or in any of the other Services, is speculative in
nature and involves substantial risk of loss of the money invested.

  1. CONTENT

We reserve the right to change, modify or discontinue any
Content or any portion or feature of the Services. Such changes may include,
but are not limited to, adding or removing particular Outside Contributors or
Our Representatives, ceasing to provide access to a Service (and/or providing
an alternative Service to you as a replacement), or changing the terms of
engagement for a Service. We may make these changes or modifications at our
sole discretion, either temporarily or permanently, at any time or from time to
time, with or without notice to you. You agree that Countach Research shall not
be liable to you or any third party for any such change or modification of the
Content and/or Services and that your continued use of the changed or modified
Content and/or Services, and/or continued access to the changed or modified
Content and/or Services, constitutes your acceptance of any such changes or
modifications.

Certain Content or other features of the Services may also have
their own specific terms and conditions that you agree to when you sign up for,
or use, that particular product, function, or service (“Specific Terms of
Service”
). Specific Terms of Services may be described in an Annex to this
Agreement and/or may be provided to you through the Services at the time you
elect to sign up for, or use, that particular Service.  Each Specific
Terms of Service supplements and is made part of this Agreement, but if any
term of this Agreement expressly conflicts with any term of a Specific Terms of
Service, the conflicting term in the Specific Terms of Service will control but
only with respect to the applicable Service. All other terms and conditions in
both this Agreement and the Specific Terms of Service will remain in force.
   

  1. LICENSE; USER REPRESENTATIONS AND WARRANTIES

A. License to Use the Services

Countach Research grants to you a limited, revocable,
non-exclusive, non-sublicensable and non-transferable license to access and use
the Services, and to use the Content provided within each Service, in each case
solely as expressly permitted hereunder and solely for your own personal,
non-commercial purposes. Your right to use the Content is limited to
downloading and/or printing one (1) copy of any Content for your own personal,
non-commercial use.  If you download or print a copy of the Content for
personal use, you must retain all copyright and other proprietary notices contained
therein. You acknowledge and agree that you do not acquire any ownership rights
by accessing or using the Services or Content.  In no event shall you use
any Content available through the Services for any other purpose, or provide
access to any Service, or copy, disclose, share or redistribute any such
Content to any third party for any other use.  Countach Research reserves
all rights not expressly granted in and to the Services and/or the Content.

BUser
Representations & Warranties and Use Restrictions

In consideration of your use of the Services and/or the
Platforms, you hereby represent and warrant as follows (whereby you agree that
your failure to perform these responsibilities shall be deemed a material
breach of this Agreement):

     i. You can form legally binding contracts
under applicable law and are not a person barred from receiving the Services
under the laws of the United States or other applicable jurisdictions;

     ii. You are at least eighteen (18) years old
or the age of majority in the jurisdiction in which you reside so that you can
form a binding contract with Countach Research, and are responsible for
supervising the activities of any under-age User;

     iii. To your knowledge, there is no action,
proceeding or investigation pending or threatened which questions, directly or
indirectly, the validity or enforceability of this Agreement;

     iv. Entering into this Agreement or
otherwise purchasing, using or accessing the Services will not conflict with,
or result in a breach of, the terms, conditions or provisions of, or constitute
a default or result in a termination of, any agreement or instrument to which
you are a party;

     v. You have taken all actions required by
applicable law and have obtained all consents which are necessary to authorize
or enable you to enter into this Agreement and/or purchase, use or access the
Services;

     vi. You will provide/maintain your User
Account with current, accurate and updated information for registration
purposes and for our use in contacting you regarding the Services and otherwise
for notices and/or updates from us, and you will check such points of contact
frequently throughout the term of this Agreement for notices and/or updates
from us;

     vii. You shall not use the Services in any
manner that either directly or indirectly infringes any rights of Countach
Research or any third party;

     viii. Your use of the Services will in all
respects conform to all applicable laws, rules and regulations and you accept
sole and absolute liability for harm caused by the wrongful use of the
Services;

     ix. You agree not to engage in any of the
following prohibited activities: (A) copying, republishing, re-purposing
distributing or disclosing any part of the Services and/or Content, in any
medium, including, but not limited to, by any automated or non-automated
“scraping”; (B) using any automated system, including, but not limited to,
“robots,” “spiders,” “offline readers,” etc., to access the Services in a
manner that sends more request messages to the Countach Research servers than a
human can reasonably produce in the same period of time by using a conventional
online web browser (except that Countach Research grants the operators of
public search engines revocable permission to use spiders to copy materials
from the Platform for the sole purpose of, and solely to the extent necessary
for, creating publicly available searchable indices of the materials, but not
caches or archives of such materials); (C) transmitting spam, chain letters or
other unsolicited communications; (D) attempting to interfere with, compromise
the system integrity or security of, or decipher any transmissions to or from,
the servers running the Services; (E) taking any action against condition(s)
that imposes or may impose an unreasonable or disproportionately large load on
our infrastructure based on our sole discretion; (F) uploading invalid data,
viruses, worms or other software agents through the Services; (G) collecting or
harvesting any User’s personal information from the Services; (H) using the
Services for any commercial solicitation purposes; (I) impersonating another
person or otherwise misrepresenting your affiliation with a person or entity,
conducting fraud, hiding or attempting to hide your identity; (J) interfering
with the proper working of the Services; (K) restricting or inhibiting any
other User from using the Services, including, but not limited to, by means of
“hacking” or blocking access to any portion of our Platform; (L) accessing any
Content on the Services through any technology or means other than those
provided or authorized by the Services; (M) bypassing the measures we may use
to prevent or restrict access to the Services, including, but not limited to, features
that prevent or restrict use or copying of any Content or enforce limitations
on use of the Services or the Content therein; (N) disclosing or sharing
Credentials; (O) modifying, adapting, sublicensing, translating, selling,
reverse engineering, decompiling or disassembling any parts of the Services;
(P) framing or linking to any information or Content on the Services; (Q)
posting or submitting any inaccurate, incomplete or false biographical
information or another person’s information; or (R) posting or submitting any
material that is unlawful, illegal, defamatory, offensive, discriminatory,
threatening or obscene as determined by Countach Research in its sole
discretion;

     x. You are solely responsible for all
statements made and acts or omissions that occur on your User Account;

     xi. A maximum of three simultaneous log-ins
are allowed per User Account. This simultaneous login limit applies to the
total number of logins at any given time regardless of device type (g.,
computers, tablets, mobile devices, etc.); and

     xii. You agree that you are solely
responsible for contacting us, consistent with and pursuant to the terms of
this Agreement, with notice of your decision to cancel or discontinue the
Services. IF NO SUCH NOTIFICATION IS GIVEN TO US BY YOU, WE WILL ASSUME YOU ARE
SATISFIED WITH AND ACCEPT ALL SERVICES, AND WE WILL BILL ANY RELATED SERVICE
FEES DIRECTLY TO YOUR PAYMENT ACCOUNT (DEFINED BELOW).

We may permanently or temporarily limit, condition, terminate or
suspend your access to the Services or any features thereof for any reason,
with or without notice and without any liability to you or any third party,
including if in our sole determination you breach or violate any provision of
this Agreement, commit fraud or other abuse in your use of the Services, if we
believe that such suspension or termination is necessary for the security of
the Services, Content or any User Data (defined below), or for no reason.

You are solely responsible for your interactions, if any, with
other Users. We reserve the right, but have no obligation, to monitor
communications and disputes between you and other Users. Countach Research
shall have no liability for your interactions with other Users, or for any
User’s action or inaction. Countach Research shall have no obligation to you to
enforce this Agreement against any other User.

You shall be responsible for obtaining the requisite
communication lines and internet connections to interface with the Services and
you shall bear all risks of failing to make concurrent modifications to your
devices and equipment.

You expressly waive any and all rights against Countach Research
and hold us harmless in connection with any claims relating to any action taken
by us as part of our investigation or remediation of a suspected violation or
result of our conclusion that a violation of this Agreement has occurred,
including, but not limited to, the suspension or termination of your User
Account.

  1. REGISTRATION AND PRIVACY

    A. REGISTRATION; CONFIDENTIALITY

In order to access certain Services, you must apply and register
for an account for the Service (“User Account”). When you register for a
User Account, you will be issued a user ID, associated password, or other login
credentials (“Credentials”), which will be assigned specifically to you.
Countach Research, in its sole discretion, may deny User Account registration
to you for any or no reason.

Unless otherwise provided in this Agreement, you may only
activate one (1) User Account. Countach Research may rely on the accuracy of
such information provided by you in your User Account and on any activity on
the Service conducted through the use of Credentials.

You are solely responsible for maintaining strict confidentiality of your Credentials and ensuring that Credentials are used only by you and not used by or disclosed to any third party. All Users must keep their User Account passwords secure and we encourage you to use “strong” passwords (passwords that use a combination of upper and lowercase letters, numbers and symbols). You must immediately notify Countach Research by calling us or emailing us at [email protected] (or other email address we designate) when you become aware of any possible unauthorized use of your User Account, or any possible breach of security, including loss, theft or unauthorized disclosure of your Credentials. Upon receipt of the foregoing notice, Countach Research may, in our sole discretion, undertake commercially reasonable efforts to suspend or disable the applicable Credentials and you shall be responsible for any actions taken prior to such notification. You are solely responsible for all activities that occur under your User Account whether by you or any other person who gains access to the Service by use of your Credentials or otherwise as a result of your failure to use reasonable security precautions. You agree that in no event shall Countach Research be responsible for any losses directly or indirectly caused by the unauthorized use or misuse of your User Account or Credentials. You are not permitted to transfer to or re-sell your use of or access to the Services or Content to any third party.

B. PRIVACY

Please see our Privacy Policy which describes how we collect, use and share your personal information and which sets forth our policies regarding how we and our affiliates, partners, vendors and service providers may contact you.

  1. TERMS APPLICABLE TO PREMIUM SERVICES

 THE FOLLOWING PROVISIONS APPLY ONLY TO PREMIUM SERVICES.
YOU SHOULD READ THESE TERMS CLOSELY BEFORE YOU SUBSCRIBE TO A PREMIUM
SERVICE. 

A. SUBSCRIPTIONS, FEES AND PAYMENTS

Premium Services are made available on a subscription
basis.  As consideration for the Premium Services you purchase you agree
to promptly pay Countach Research all applicable prices and fees (collectively,
the “Fees”) as designated in the related order process, with such
Fees subject to change as provided in this Agreement. All Fees are due
immediately or upon ordering and are non-refundable, except as otherwise
expressly provided in this Agreement, as required by applicable law, or as such
Fees are billed by us under an invoice or order confirmation for Premium
Services issued to you that expressly permits payment within thirty (30) days
(or other time period if so expressly provided) after we have sent you such
invoice or order confirmation. 

We reserve the right, in our sole discretion, to change or
modify the Fees, charges or other conditions for use of the Premium Services
upon reasonable notice to you. Unless otherwise indicated in your invoice, you
are responsible for the payment of, and accordingly agree to promptly pay, all
applicable taxes (other than based on Countach Research’s income) relating to
the Services or payments made by you hereunder including, but not limited to,
sales tax, use tax, value added tax (“VAT”), and other taxes and governmental
charges, whether federal, state or foreign as well as all duties and charges on
your payment for the purchase of Premium Services arising from any Fees. All
payments of Fees shall be made in U.S. dollars. Taxes will be calculated based
on where you receive services determined by your User Account address. All
taxes charged will be reflected in your invoice upon payment.

Our transaction processing is supported only in U.S. dollars and
the pricing displayed during the checkout process will be an estimated
conversion price at the time of purchase. If the currency of your bank or
credit card account is not in U.S. dollars, you may be charged exchange rate
conversion fees by your bank or credit card company. In addition, due to time
differences between (i) the time you complete the checkout process; (ii) the
time the transaction is processed; and (iii) the time the transaction posts to
your bank or credit card, the conversion rates may fluctuate and we make no
representations or warranties that (a) the amount submitted to your bank or
credit card for payment will be the same amount that is posted to your bank or
credit card statement or (b) the estimated conversion price will be the same as
either the amount processed or the amount posted to your bank or credit card
statement, and you agree to waive any and all claims against Countach Research
based upon such discrepancies (including any and all claims for a refund based
on the foregoing). You acknowledge and agree that you may be charged VAT based
on the country indicated in the User Account’s address information associated
with your account.

Unless otherwise stipulated in the related order process,
payment for the Premium Services are to be made via a charge to your credit
card, bank account, or other payment methods we deem acceptable that you
provide to us (the “Payment Account”). You are solely
and absolutely responsible for any information related to the Payment Account
that you provide to Countach Research and must promptly inform us of any
changes or updates to the method of payment. By submitting an order to purchase
a Premium Service, you authorize us to charge the order to the Payment Account
or to otherwise immediately bill you for such Premium Services. You acknowledge
and agree that unless otherwise expressly stated in the order process or
otherwise changed afterwards in accordance with the applicable process, all
annual, monthly or other recurring Fees related to the Premium Services or
otherwise referenced in this Agreement are to be recurring transactions that
will be billed on an ongoing basis until such Premium Services are terminated
in accordance with this Agreement. If you have provided billing information
sufficient for automatic billing, then we will bill you automatically in
accordance with the applicable billing frequency. You are obligated to pay for
the full amount of the Agreement, even if such full amount is scheduled to be
paid in installments. If you elect to pay for the Premium Services in
installments, provided such a payment schedule is expressly permitted and
accepted by us, all installments must be received on or before the applicable
due date.

You agree to pay all Fees and other charges incurred in
connection with your Payment Account (including, but not limited to, any
applicable taxes) at the rates in effect when the charges were incurred. You
agree to pay all amounts due upon our demand. Without limiting any of Countach
Research’s rights hereunder, should any Fee payment become delinquent, we may
suspend or cancel your Services; provided, however, related charges will
continue to accrue. You acknowledge and agree that v Research is not
responsible whatsoever for any effect the suspension of Services might have on
you or any third party. If Countach Research provides any Service discount to
you and you default on payments or obligations as outlined herein, Countach
Research may rescind all discounts and require full payment for the Services.
All sums due and payable that remain unpaid after any applicable cure period
herein will accrue interest as a late charge of 1.5% per month or the maximum
amount allowed by law, whichever is less. Countach Research further reserves
the right to refer any amounts owed hereunder to a third party for collection
in the event of default. In the event your account is sent to collection, you
agree to pay all costs of collection, including costs, litigation and
attorneys’ fees. A collection fee may be charged for all dishonored checks.
Moreover, an additional fee may also be assessed for the following reasons: (i)
late payment; (ii) payment with insufficient funds; (iii) denied or invalid
credit card number; or (iv) the re-starting or reinstating of Services
terminated for nonpayment. Countach Research will re-start or reinstate any
such Service in our sole and absolute discretion and subject to our receipt of
the applicable Fee.

If you pay for the Services by credit card or other applicable
method, you permanently and irrevocably waive any and all right to enact an
improper “chargeback” (that is, a disputed, reversed or contested charge with
the applicable bank card, credit card or other payment method) against these
Fee payments for any reason whatsoever against Countach Research. If for any
reason Countach Research is unable to charge your Payment Account for the full
amount of the Fee owed for the Services provided, or if we receive notification
of an improper chargeback, reversal, payment dispute or are charged a penalty
for any Fee previously charged to your Payment Account, you agree that we may
pursue all available lawful remedies in order to obtain payment, including, but
not limited to, immediate cancellation, without notice to you, of any or all of
your Services. We also reserve the right to charge you reasonable
“administrative fees” or “processing fees” for (i) additional tasks we may
perform outside the normal scope of the Services; (ii) additional time and/or
costs we may incur in providing the Services, and/or (iii) your noncompliance
with this Agreement (as determined by us in our sole and absolute discretion).
Typical administrative or processing fee scenarios include, but are not limited
to: (i) customer service issues that require additional personal time or
attention; (ii) recouping any and all costs and fees incurred by Countach
Research as the result of improper chargebacks or other payment disputes
brought by you, your bank or other payment method processor. These
administrative fees or processing fees will be billed to the Payment Account
you have on file with Countach Research.

Information regarding current subscription rates for our Premium Services can be found on the applicable Premium Service’s webpage and/or by contacting our Customer Service Department at (832) 862-8882 Monday through Friday between the hours of 9:00 a.m. and 5:00 p.m.

YOU UNDERSTAND AND AGREE THAT ALL FEES ARE NONREFUNDABLE AND
THAT COUNTACH RESEARCH MAY CHANGE ANY PRICE, FEE, RATE OR PLAN AT ANY TIME UPON
NOTICE TO CUSTOMER IN ACCORDANCE WITH THIS AGREEMENT.

B. TERM; SUBSCRIPTION RENEWALS

Your subscription will continue for the period referenced during registration (the “Term”) and renew automatically at the end of the Term, unless you notify us that you are not renewing your subscription by calling our Customer Service Department at (832) 862-8882 Monday through Friday between the hours of 9:00 a.m. and 5:00 p.m. ET, by  emailing us at [email protected] (or other email address we designateor by another designated cancellation method. You must notify us by using one of the foregoing methods at least one day before the renewal date in order to avoid being charged for the renewal of your subscription. You may not notify us of a decision not to renew your subscription by any other means. No action by you or your failure to notify us as stated above will result in the then-applicable monthly, periodic or annual subscription Fee being billed automatically to your Payment Account.  Please note that in connection with recurring billing for subscription renewals for such Premium Services, you authorize Countach Research to bill the payment method(s) associated with your Payment Account, regardless of whether information associated with your subscription has changed, such as the expiration date of the credit card with which you initially subscribed. 

Services to which you subscribe to on a recurring basis will automatically renew on a recurring basis until the Agreement is properly terminated in accordance with its terms. You agree that if you are enrolled in or otherwise utilizing our automatic renewal service, we will attempt to renew your service at some point less than ninety (90) days prior to its expiration with notice to you. You further agree that, to turn off the automatic renewal service for any of your Services, you must call our Customer Service Department by telephone at (832) 862-8882 Monday through Friday between the hours of 9:00 a.m. and 5:00 p.m. ET, or you may be able to turn off the automatic renewal service through another method designated by us. You acknowledge and agree that the renewal price may be higher or lower than the price you paid for the then current term of the Services, and that we are authorized to charge your Payment Account for the renewal of the Services. In any event, you are solely and absolutely responsible for the credit card or payment information you provide to Countach Research and must promptly inform us of any changes thereto (e.g., change of expiration date or account number). You acknowledge and agree that Countach Research may extend the expiration date on your credit card on file with us in order to protect against unwanted expiration of your Services and to allow for the automatic renewal thereof.

In the event that you are not enrolled in our automatic renewal
service, or have opted out of the automatic renewal service, and want to renew
your Services, you acknowledge and agree you are responsible for actively
renewing your Services and you further assume all risk and consequences of not
enrolling in the automatic renewal service. If any Service is not successfully
renewed prior to the expiration of its then current Term, all your rights to
such Service will terminate, and we will have no obligation to allow you to
renew a Service once its expiration date has passed. You are solely and
absolutely responsible for ensuring the Services are renewed. We shall have no
liability to you or any third party in connection with the renewal as described
herein, including, but not limited to, any failure or errors in renewing the
Services whether due to you, us or a third party. In order to process a renewal
under our automatic renewal service, we may receive information from financial
institutions or use third-party vendors for the purpose of updating the
expiration date and account number of your credit card or other payment method
on file relating to you Payment Account. Such financial institutions and
third-party vendors maintain relationships with various credit card issuers and
may be able to provide us with the updated information relating to your Payment
Account by comparing the information we have on file with the information the
financial institution or third-party vendor has on file. By using our automatic
renewal service, you acknowledge and agree that we may share your credit card
or other payment method information relating to you Payment Account with such
financial institutions or third-party vendors for the purpose of obtaining any
updates to your credit card expiration date, account number or any other
information relating to your Payment Account.

C. CANCELLATION; REFUNDS

To cancel certain purchases of Countach Research products or Free Services, you may cancel by changing your preferences in your User Account, contacting us by email at [email protected] , or by another designated cancellation method. Premium Services may be cancelled as set forth below.

During any free trial portion of your subscription, you may
cancel your subscription to the Premium Service at any time and not be billed
by notifying us as described above.  You must cancel one
(1) day before the free trial period expires
 in order to avoid being
converted to a paid subscription. 

When your initial subscription commences (which occurs at the
expiration of your free trial, or if you are not receiving a free trial, upon
your registration for a subscription) your Payment Account will be billed the
applicable subscription Fee and your paid subscription will commence. 
Once your initial subscription commences, we do not provide refunds for initial
orders or recurring monthly payments. If you cancel your monthly subscription
for a specific Premium Service, you will not receive a refund or reimbursement
of your monthly subscription Fee; however, you will not be charged any future
monthly subscription Fees relating to such Service. If you are a User for
a Term longer than a month (including, but not limited to, annual
subscriptions) and you cancel within the first thirty (30) days of your initial
subscription, you may receive a refund of your subscription fee minus the
equivalent of one-month pro-rated charge. Please note that if you cancel
your subscription at any time after the first thirty (30) day period of your
initial subscription for which the Term is longer than one (1) month, you will
not be entitled to any refund or reimbursement on account of the cancellation
of your subscription, regardless of whether you have used your subscription.
 

You can cancel your subscription by calling our Customer Service Department at (832) 862-8882 Monday through Friday between the hours of 9:00 a.m. and 5:00 p.m. ET or by any other designated cancellation method. You may not cancel a subscription by any other means.  If you are entitled to a refund, we will seek to credit your Payment Account within seven to fourteen (7-14) business days following your mandatory notification to us.

If you order any Services by telephone and do not agree to be legally bound by this Agreement at that time, you must notify Countach Research within seventy-two (72) hours from the time that Countach Research has sent you an introductory e-mail to your User Account e-mail address on record, that you desire to cancel such Services, whereby the Services will be canceled, and a refund of any payments or Fees already paid to Countach Research with respect to the order of the Services will be issued, with no further obligation by either us or you.

  1. INTELLECTUAL PROPERTY AND PROPRIETARY RIGHTS

Except as otherwise set forth herein, all right, title and interest in and to: (A) the Services and the Content; (B) all registered and unregistered trademarks, service marks and logos; (C) all trade secrets, proprietary information, our confidential information, and know-how; (D) all registered and unregistered copyrights including, but not limited to, any text, video, audio, forms, images, displays, and software; (E) Processed Data (defined below); (F) Activity Metadata (defined below), (G) Feedback (defined below), and (H) all other intellectual property, proprietary rights or other rights related to tangible or intangible property which are used, developed, comprising, embodied in or practiced in connection with any of the Services identified herein (collectively, “Countach Research Intellectual Property Rights”) are owned by Countach Research and/or its Outside Contributors, and you agree to make no claim of interest in or ownership of any such Countach Research Intellectual Property Rights. You acknowledge and agree that no title to the Countach Research Intellectual Property Rights is transferred to you and that you do not obtain any rights, express or implied, in any of the Services, other than the rights expressly granted in this Agreement. The right, title, and interest to the User Data is owned by you.

Except as otherwise provided herein, you may access and use the
Content, and download and/or print out one copy of the Content solely for your
personal, noncommercial use, provided that any material copied remains intact
and includes the following notice: “Copyright [applicable year].  Countach
Research.  All rights reserved.” Any other copying, distribution, storing,
or transmission of any kind, or any commercial use of the Content, is
prohibited without our prior written permission. That means you may not sell,
transfer or barter your subscription, our Services or Content, or any
individual publication. You acknowledge and agree that you do not acquire any
ownership rights in the Content by using the Services. You agree not to create
any modification or derivative work based on or containing the Services and/or
Content. 

“Countach Research” and certain other marks used on the Services
are trademarks and/or service marks of Countach Research. All other trademarks,
service marks, and logos used on the Services are the trademarks, service
marks, or logos of their respective owners.

If you provide any feedback or suggest any changes or
modifications to any Service (“Feedback”), such Feedback shall be deemed
non-confidential and Countach Research will own all right, title, and interest
in, and shall have all rights to use, such Feedback. You hereby irrevocably
assign to us all right, title, and interest in and to the Feedback and agree to
provide us any assistance we may require to document, perfect and maintain our
rights in the Feedback. You may not remove, modify or obscure any copyright,
trademark or other proprietary rights notices that appear on any Service. You
agree that any derivative or transformed data derived by us in whole or part
from User Data that does not include your personal information (“Processed
Data”
) shall be the exclusive property of Countach Research, and nothing
herein shall limit our use or exploitation thereof.  

You acknowledge and agree that we have the right, but do not
have the obligation, to access, archive or monitor metadata generated by your
activity in using the Services, including as reasonably necessary to operate,
maintain, improve and develop the Services and provide the Services to you or
other Users, including to ensure service quality, to evaluate and maintain the
Services and the security thereof, and to evaluate compliance with this
Agreement, applicable laws, rules or regulations (“Activity Metadata”).

If you have a good faith belief that your work has been copied in a way that constitutes copyright infringement, please notify us as set forth in our DMCA Policy .

  1. DISCLAIMER OF REPRESENTATIONS AND WARRANTIES

YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE
SERVICES (AND ANY RELATED CONTENT, INCLUDING, BUT NOT LIMITED TO, ANY CONTENT
PROVIDED BY OUTSIDE CONTRIBUTORS) IS SOLELY and entirely AT YOUR OWN RISK AND
THAT THE SERVICES (AND ANY RELATED CONTENT) ARE PROVIDED “AS IS,” “AS
AVAILABLE” AND “WITH ALL FAULTS,” WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY
KIND, EITHER EXPRESS OR IMPLIED. COUNTACH RESEARCH, ITS OFFICERS, DIRECTORS,
EMPLOYEES, subsidiaries, affiliates, OUTSIDE CONTRIBUTORS, THIRD-PARTY
PROVIDERS, contractors, SUPPLIERS, LICENSORS, ADVERTISERS and AGENTS
(collectively, the “Countach entities”) EXPRESSLY DISCLAIM ALL WARRANTIES AND
CONDITIONS OF ANY KIND, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT
LIMITED TO, ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT,
AND FITNESS FOR A PARTICULAR PURPOSE OR USE, AND ANY WARRANTIES ARISING FROM a
course of dealing, usage or trade practice. 

the Countach entities DO NOT WARRANT AND ACCEPT NO LIABILITY
THAT YOUR USE OF THE SERVICES AND/OR ANY CONTENT OBTAINED THEREBY WILL BE
COMPLETE, ADEQUATE, TIMELY, ACCURATE, UNINTERRUPTED, ERROR- FREE or SECURE, or
that the Services or the servers on which the Services are hosted are free of
viruses, worms, malicious code, Trojan horses, malware or other harmful
components. the Countach entities do not warrant and accept no liability for
any software downloaded from, OR USED AS A COMPONENT OF, the Services. No
opinion, advice or statement of the Countach entities, whether provided through
the Services or otherwise, shall create any warranty. COUNTACH RESEARCH FURTHER
DISCLAIMS ALL WARRANTIES THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, AND COUNTACH
RESEARCH DOES NOT MAKE ANY GUARANTEE OR WARRANTY AS TO ANY RESULTS (INCLUDING,
BUT NOT LIMITED TO, ANY INVESTMENT RESULTS, RETURNS, PERFORMANCE OR OTHER
OUTCOMES) THAT MAY BE OBTAINED FROM THE USE OF, IN CONNECTION WITH OR IN FULL
OR PARTIAL RELIANCE UPON, THE SERVICES.

THE FOREGOING DISCLAIMER OF REPRESENTATIONS AND WARRANTIES SHALL
APPLY TO THE FULLEST EXTENT PERMITTED BY LAW AND SHALL SURVIVE ANY TERMINATION
OR EXPIRATION OF THIS AGREEMENT OR YOUR USE OF the SERVICES.

  1. LIMITATION OF LIABILITY

YOU ACKNOWLEDGE AND AGREE THAT THE Countach entitIES ARE NOT
RESPONSIBLE OR LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT,
INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE, RELIANCE OR OTHER
DAMAGES UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL THEORY
ARISING OUT OF OR RELATING IN ANY WAY TO THIS AGREEMENT, THE SERVICES AND/OR
ANY CONTENT CONTAINED THEREIN, INCLUDING, BUT NOT LIMITED TO, ANY CONTENT
PROVIDED BY OUTSIDE CONTRIBUTORS, FOR ANY LOST PROFITS, LOSS OF USE OR OTHER
ECONOMIC ADVANTAGE OR LOSS OF DATA, WHETHER SUCH DAMAGE IS FORESEEABLE OR NOT
AND WHETHER OR NOT THE EMPIER FINANCIAL ENTITY HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH LOSS OR DAMAGE AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL
PURPOSE OF ANY LIMITED REMEDY. FOR AVOIDANCE OF DOUBT, DAMAGES ARISING UNDER
THE SECTION ENTITLED “INDEMNIFICATION” (INCLUDING, BUT NOT LIMITED
TO, DAMAGES TO WHICH A PARTY IS ENTITLED TO INDEMNIFICATION UNDER SUCH SECTION
THAT SUCH PARTY SUFFERS IN CONNECTION WITH THIRD-PARTY CLAIMS FOR INDIRECT,
SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES) ARE DEEMED TO BE DIRECT DAMAGES
OF THE INDEMNIFIED PARTY. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE
SERVICES IS TO STOP USING IT. YOU AGREE THAT, WITHOUT LIMITING THE FOREGOING,
IN NO EVENT SHALL COUNTACH RESEARCH’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES,
LOSSES AND CAUSES OF ACTION — WHETHER IN CONTRACT, TORT OR OTHERWISE — EXCEED
THE TOTAL AMOUNT YOU PAID TO US FOR ACCESS TO AND USE OF THE SERVICES DURING
THE CURRENT CALENDAR YEAR OF YOUR SUBSCRIPTION.

The commencement of any action or proceeding on any claim
regarding the Services must be brought by you within one (1) year from when the
claim arose. The foregoing limitation shall not apply to actions brought by you
for indemnification.

  1. Indemnification

You agree to indemnify, defend and hold harmless the Countach
Entities, their current and former officers, directors, employees, agents and
representatives and their successors and assignees from and against any and all
liabilities, claims (including, but not limited to, third-party claims),
damages, losses, costs (including reasonable attorneys’ fees), or other
expenses associated with or incurred as a result of or from:

  • Your breach of your warranties, representations and obligations under this Agreement;
  • Your failure to perform in accordance with this Agreement;
  • Your use of the Services in any way other than its normal way or in a way not required or recommended by us;
  • Your violation of the rights of any third party;
  • Your registration or use of a User Account; or
  • the actual or alleged infringement of any third-party proprietary or intellectual property right arising out of the unauthorized use of the Services.

If any Service which is subject to this indemnity is claimed,
alleged or determined to infringe a patent issued to, or a copyright registered
by, or either owned by or licensed to, any third party, Countach Research shall
have the right and option to modify the Services to avoid such infringement.
If, in our sole opinion, such modification cannot practicably be accomplished
to avoid such infringement, we shall have the right to terminate this Agreement
without liability on the part of any Countach Entity to you. In the event your
purchase of a Premium Service is terminated under this paragraph, we will
refund to you the full price for any unused portion of such Premium
Service.  In such an event, Countach Research shall have the right in our
sole discretion to elect to defend against or to settle any such third-party
claim or third-party suit. You shall, at Countach Research’s request, but at
our expense, cooperate with us and provide assistance and information with
respect to any such claim or suit. We shall have the right to select counsel,
at our expense, to defend against any such claim or suit. If you shall also
elect to be represented by your chosen counsel, you shall pay the fees and
expense of such counsel. You must receive Countach Research’s prior written
consent regarding, and in advance of, any related settlement.

This defense and indemnification obligation shall survive this
Agreement and your use of the Services.

  1. Termination

    A. General

Without limiting the foregoing, Countach Research may terminate this Agreement immediately for any or no reason and with or without notice to you (including by terminating your User Account, Credentials and/or access to any Service) if: (i) Countach Research reasonably believes that the Services are being used in violation of this Agreement or applicable law; (ii) Countach Research believes your use of any Service interferes with the normal operations of the Service or creates any threat to the security of the Service, Platform, or the Content of any other User of the Service; (iii) Countach Research becomes aware of what it, in its sole discretion, deems a credible claim that the Service or any portion thereof infringes upon the intellectual property rights of a third party; (iv) Countach Research is required to do so by law; (v) in the case of Free Services, Countach Research reserves the right to terminate User Accounts related to Free Services that remain idle for a period of thirty (30) days or more; or (vi) in the event you contact your bank or credit card company to decline, chargeback or otherwise reverse the charge of any Fees payable to Countach Research. If you have questions about a payment made to us, contact our Customer Service Department by telephone at (832) 862-8882, Monday through Friday between the hours of 9:00 a.m. and 5:00 p.m. ET before filing a chargeback. Countach Research reserves our right to dispute any chargeback. For the avoidance of doubt, if you purchase Premium Services which are sold together as a solution or bundled package of Services, any termination relating to any one Service or bundled package will terminate all Services included in such solution or bundled package, provided, however, that we may, in our sole discretion and subject to your agreement to be bound by this Agreement and to pay the applicable Fees, allow you to convert certain Services included in the bundled Services to stand-alone Services.

Without limiting Section 7(C), you may terminate the Agreement
at any time, except that such termination does not relieve you from your
obligation to pay any Fees for Premium Services for the remainder of the
applicable Term.

B. EFFECT OF TERMINATION

Upon the effective date of termination, Countach Research will
no longer provide the Services to you, any licenses granted to you will
immediately terminate, and you must cease using such Services immediately, and
all rights and obligations of the parties hereunder shall terminate, except
that Sections 2, 3, 4, 5.B, 6.B, 8, 9, 10, 11, 12, 13, 15 and 17, as well as
any right or obligation in the Agreement, which, by its express terms or nature
and context is intended to survive expiration or termination of this Agreement,
shall survive expiration or termination of this Agreement.

User agrees that if their User Account is so terminated pursuant
to Sections 12(A)(i)-(iii), the User will not attempt to establish a new User
Account or otherwise engage in infringing our copyrights or other intellectual
property rights under any name, real or assumed.

In order to comply with applicable law or other recordkeeping
practices in the ordinary course of our business, or to otherwise enforce our
rights under this Agreement, we may retain indefinitely for our records a copy
of any and all User Data. We are not responsible for maintaining any records on
your behalf.

  1. THIRD-PARTY PROVIDERS & THIRD-PARTY SITES

Countach Research may retain affiliates and/or other third-party
service providers to assist or support us in providing the Services (including,
but not limited to, any security, technology, support, legal, compliance,
administrative or similar function) (each a “Third-Party Provider”).

The Services may contain links to third-party websites,
advertisers, products, content, information, services or other events or
activities that are not owned or controlled by Countach Research (collectively, “Third-Party
Sites”
). We do not endorse or assume any responsibility for any such
Third-Party Site.  If you access a Third-Party Site via a link on the
Platform, the inclusion of any link to a Third-Party Site on the Platform does
not imply that we endorse such Third-Party Site, and your access and/or use of
the link and the Third-Party Site is done at your own risk. A Third-Party Site
may have its own service agreement or other related terms and conditions, and
it is solely your obligation to review, accept and abide by those service
agreements or other related terms and conditions.  You expressly agree
that Countach Research is not responsible or liable in any way for (i) the
availability or accuracy of any such Third-Party Sites or (ii) the content,
terms and conditions, policies, advertising, practices or products of any such
Third-Party Sites. Additionally, your dealings with or participation in the
promotions of any advertisers found on the Services, including payment and
delivery of goods, and any other terms (such as warranties) are solely between
you and such advertisers. You agree that Countach Research shall not be
responsible for any loss or damage of any sort relating to your dealings with
such advertisers.

  1. DMCA Policy

Countach Research shall process alleged copyright infringement of Users in accordance with our Digital Millennium Copyright Act policy located at DMCA Policy.

  1. GOVERNING LAW; VENUE

This Agreement is governed under the laws of Germany and you agree that any judicial proceeding, suit or other action relating to or arising under this Agreement, the Services or a breach of any User’s User Data, will be commenced only in Germany. You consent to the personal and exclusive jurisdiction of such court and waive the right to challenge the jurisdiction of such court on grounds of lack of personal jurisdiction or forum non-conveniens or to otherwise seek a change of venue. You agree to waive the right to trial by jury in any action that takes place relating to or arising under this Agreement or the Services. You also agree to waive the right to file a class action claim relating to or arising under this Agreement or the Services.

In the event you bring a claim against Countach Research in a foreign jurisdiction, Countach Research will move the court to dismiss such claim per your acceptance of this Agreement existing at the time of your purchase of, use of, or access to the Services and your continued use of the Services as evidence of acceptance of the Agreement and this Section. The parties agree that the foregoing obligation is independent of all other obligations herein. You acknowledge that in the event you commence a judicial proceeding in any court other than the courts in Germany as described herein, Countach Research may incur costs and expenses, including attorneys’ fees, to enforce this provision. You expressly agree that you will reimburse Countach Research for any such costs and expenses, including, but not limited to, attorneys’ fees incurred by us within ten (10) days of receiving a written demand from us for such reimbursement. You further agree that if you do not timely reimburse Countach Research as previously described in this Section, you will be responsible for, and agree to pay, all costs and expenses, including, but not limited to, attorneys’ fees incurred by us in seeking to collect or recover from you the amount subject to reimbursement.

  1. ADDITIONAL TERMS FOR SERVICES PROVIDED THROUGH A WEB OR MOBILE APP

With respect to any Services provided through a web or mobile
app (an “App”), we grant you a limited, terminable, non-exclusive
license to download and install a single copy of the App solely on your own
computer or mobile device, for use solely to connect to and use the Services as
permitted under this Agreement. This license is not transferable to any third
party. On termination of this Agreement for any reason, including in the event
you close your User Account, you will delete any downloaded or installed copies
of the App.

You acknowledge that this Agreement is between Countach Research
and you, and not with the owner or operator of any app store through which the
App is distributed (the “App Store Provider”). In addition to the
terms of this Agreement, your use of the App and any Services provided through
the App will be subject to the terms of any user agreement associated with the
App Store Provider or other venue through which you downloaded or obtained the
App.

Without limiting this Agreement: (a) Countach Research is solely
responsible for providing any maintenance and support services with respect to
the Platform as provided in this Agreement or under applicable law, and the App
Store Provider has no obligation whatsoever to furnish any maintenance and
support services with respect to the App or the associated Services; (b) the
App Store Provider is not responsible for any product warranties for the App or
the Services. To the maximum extent permitted by applicable law, the App Store
Provider will have no other warranty obligation whatsoever with respect to the
App or the Services, and any other claims, losses, liabilities, damages, costs
or expenses attributable to any failure to conform to any warranty will be Countach
Research’s sole responsibility; (c) Countach Research, and not the App Store
Provider, is responsible for addressing any claims of the you or any third
party relating to the App and the Services.

Countach Research and you acknowledge and agree that the App
Store Provider is a third-party beneficiary of the provision of this Section
and other provisions this Agreement applicable to the App Store Provider
hereunder and upon your acceptance of the terms and conditions of this
Agreement, the App Store Provider will have the right (and will be deemed to
have accepted the right) to enforce such provisions of this Agreement against
you as a third-party beneficiary thereof.

  1. MISCELLANOUS 

    A. WAIVER

No waiver of any provision of this Agreement is effective unless
it is in writing and signed by an authorized representative of Countach
Research. Our remedies under this Agreement are cumulative and not alternative,
and the election of one remedy for a breach does not preclude the pursuit of
other remedies. The failure of Countach Research to require your performance of
any Agreement provision does not affect the full right to require such
performance at any time in the future. The waiver by Countach Research of any
rights arising out of any breach of any Agreement provision shall not be taken
or held to be a waiver of the provision itself. Any failure by Countach
Research to enforce any of its rights under this Agreement or any applicable
laws does not constitute a waiver of such right.

No party will be deemed to have waived any of its rights under
this Agreement by lapse of time or by any statement or representation other
than (i) by an authorized representative and (ii) in an explicit written
waiver. No waiver of any rights arising out of a breach of this Agreement will
constitute a waiver of rights relating to any prior or subsequent breach of
this Agreement.

B.  SEVERABILITY

If a court of competent jurisdiction holds any provision (or
portion of a provision) of this Agreement to be illegal, invalid or otherwise
unenforceable, the remaining provisions (or portions of provisions) of this
Agreement shall not be affected thereby and shall be found to be valid and
enforceable to the fullest extent permitted by law. This Agreement will be
deemed amended to the extent necessary to make this Agreement enforceable,
valid and, to the maximum extent possible, consistent with applicable law and
consistent with the original intention of the parties, and the remaining terms
and provisions will remain in full force and effect.

C. FORCE MAJEURE

Under no circumstances shall Countach Research be held liable
for any cessation, interruption, delay or failure in performance of the
Services or any obligations under this Agreement resulting directly or
indirectly from acts of nature, forces, or causes beyond its reasonable
control, including, but not limited to, Internet failures, computer equipment
failures, telecommunication equipment failures, failures of internet service
providers (ISPs) or cloud-hosting providers, other equipment failures,
electrical power failures, strikes, labor disputes, lockouts or boycotts,
riots, terrorism, insurrections, civil disturbances, shortages of labor or
materials, hurricanes, earthquakes, fire, floods, storms, natural disaster,
explosions, acts of God, armed conflict, war, governmental actions, orders of
domestic or foreign courts or tribunals.

D. ENTIRE AGREEMENT

This Agreement, as well as any additional Countach Research
agreements, terms and conditions, rules, policies and agreements, together with
all modifications thereto, constitute the entire agreement between you and Countach
Research concerning your use of the Services and any other subject matter
related to this Agreement. This Agreement supersedes and governs all prior
proposals, agreements or other communications between you and Countach Research
(including, but not limited to, any prior versions of this Agreement). You may
not waive, modify or supplement this Agreement, in whole or in part, except by
written permission or amendment by Countach Research.

E. TITLES AND HEADINGS; INTERPRETATION

The titles and headings of this Agreement are inserted for ease
of reference only and do not affect in any way the meaning or interpretation of
this Agreement. Also, in all references herein to any parties, persons,
entities or corporations, the use of any particular gender or the plural or
singular number is intended to include the appropriate gender and number as the
text of this Agreement may require.

F. ASSIGNMENT

You may not assign or transfer, either directly or through a
third party, this Agreement or any of its interests, rights or obligations
hereunder, without the prior written consent of Countach Research; provided,
however, that members of the Countach Alliance (“Alliance Members”) may assign
this Agreement without prior written consent from Countach Research provided
further that such Alliance Members shall provide us with written notice prior
to any assignment. Any attempted assignment in violation of the foregoing
provision will be null and void and of no force or effect whatsoever. We may
assign our rights and obligations under this Agreement and may engage
subcontractors or agents in performing our duties and exercising our rights
hereunder, without notice to you or your consent. Where applicable, this
Agreement is binding upon and shall inure to the benefit of the parties hereto
and their respective successors and permitted assigns.

G. AGENCY

This Agreement does not create any agency, employment,
partnership, joint venture, franchise or other similar or special relationship
between you and Countach Research. No party has the right or authority to
assume or create any obligations or to make any representations, warranties or
commitments on behalf of the other party or its affiliates, whether express or
implied, or to bind the other party or its affiliates in any respect
whatsoever. The relationship between you and Countach Research is limited to
the responsibilities and obligations of both parties as established in this
entire Agreement.

H. NO THIRD-PARTY BENEFICIARIES

Unless otherwise provided in the Agreement, you acknowledge and
agree that nothing herein, express or implied, is intended to nor is to be
construed to confer upon or give to any third party or person, other than you,
any interests, rights, remedies or other benefits conveyed to you herein.

I. ACCESS TO THE SERVICE FROM OTHER LOCATIONS

The Services are directed solely to individuals and entities
residing in the United States. We make no representation that materials
provided through the Services are appropriate or available for use in other
locations. Those who choose to access the Services from other locations do so
on their own initiative and at their own risk, and are responsible for
compliance with local laws, if and to the extent applicable. We reserve the
right to limit the availability of the Services to any person, geographic area,
or jurisdiction we so desire, at any time and in our sole discretion, and to
limit the quantities of any such service that we provide.

J. NOTICE

Countach Research may provide notifications, whether such
notifications are required by law or are for marketing, to disclose changes or
additions to our Services, or for other business-related purposes, to you via
email associated with your User Account, written or hard copy notice, or through
conspicuous posting of such notice on our Services. We reserve the right to
determine the form and means of providing notifications to Users, provided that
you may opt out of certain means of notification as described in this
Agreement. We are not responsible for any automatic filtering you or your
network provider may apply to email notifications we send to any email address
you provide us.

All mail notices from Countach Research to you are deemed effective when: (i) sent by certified mail, return receipt requested or by Federal Express or other recognized overnight delivery service to your last known mailing address; (ii) sent via email to the email address associated with your User Account; or (iii) posted on the login page of the Website and/or any of the applicable pages linked thereto and immediately after you login to the Website. When you provide contact information to Countach Research, you agree that we may use this information to contact you in any format or manner we choose and that we may rely on the contact information provided by you to us. Countach Research may, but has no obligation to, send a single notice by various means of delivery (e.g., email, certified mail or express mail). In no event shall Countach Research be liable to you for choosing to send a notice in one manner or format over another.

You shall give notice to Countach Research by contacting our Customer Service Department by telephone at (832) 862-8882, Monday through Friday between the hours of 9:00 a.m. and 5:00 p.m. ET or via email to [email protected]

If you are a California resident, please be advised that you may
contact the Complaint Assistance Unit of the Division of Consumer Services of
the California Department of Consumer Affairs in writing at 1625 North Market
Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at (800) 952-5210.

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