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Terms of Use
The
following are terms of a legal agreement ("Agreement") between
you and Counts Consulting. ("Counts"). By accessing, browsing
and/or using this web site ("Site") you acknowledge that you
have read, understood and agree to be bound by these terms and to comply
with all applicable laws and regulations. If you do not agree to these terms,
do not use this Site. This Site may contain other proprietary notices and
copyright information, the terms of which must be observed and followed.
Information on this Site may contain technical inaccuracies or
typographical errors. Please read this Agreement carefully and be aware
that Counts may, in its sole discretion and without notice, revise these
terms at any time by updating this posting.
HYPERLINKING
Counts makes no representations
whatsoever about any other web site which you may access through this
one. When you access a non-Counts web site, please understand that it is
independent from Counts, and that Counts has no control over the content
on that web site, even if Counts provides information or services to the
owner of that web site. In addition, a link to a non-Counts web site does
not mean that Counts endorses or accepts any responsibility for the
content or the use of such web site. In fact, Counts disclaims any and
all liability and responsibility for such content. It is up to you to
take precautions to ensure that whatever you select for your use is free
of such items as viruses, worms, trojan horses and other items of a
destructive nature.
COPYRIGHTS AND USE OF SITE CONTENT
The copyright in all materials
provided on this Site is held by Counts or by the original creator of the
material. Except as stated herein, none of the materials may be copied,
reproduced, distributed, republished, downloaded, displayed, posted or
transmitted in any form or by any means, including, but not limited to,
electronic, mechanical, photocopying, recording or otherwise, without the
prior written permission of Counts or the copyright owner. Permission is
granted to download one copy of the materials on this Site on a single
computer for your personal or internal business use only provided that
you do not modify the materials and that you retain all copyright and
other proprietary notices contained in the materials. This permission
terminates immediately if you breach this Agreement. You may not
"mirror" any material contained on this Site without Counts
express written permission. Any unauthorized use of the materials
contained on this Site may violate copyright laws, trademark laws, the
laws of privacy and publicity and/or communications regulations and
statutes. All content and functionality on this Site, including text,
graphics, logos, icons, and images and the selection and arrangement
thereof, are the exclusive property of Counts or its licensors and is
protected by international copyright laws. All rights not expressly
granted are reserved.
©1999-2008 Counts Consulting Inc.
245 Park Avenue, Level 39
New York City, New York
10167, United States
Main
Tel: +1 212 792 4000
Main
Fax: +1 212 792 4001
All rights reserved.
TRADEMARKS
The trademarks, service marks and
logos (the "Trademarks") used and displayed on this Site are
registered and unregistered Trademarks of Counts. Other trademarks,
service marks and trade names may be owned by others. Nothing on this
Site should be construed as granting, by implication, estoppel or
otherwise, any license or right to use any Trademark or any other Counts
intellectual property displayed on this Site. Counts aggressively enforce
its intellectual property rights to the fullest extent of the law. The
name Counts or any other Trademarks may not be used in any way, including
in advertising or publicity pertaining to distribution of materials on
this Site, without prior written permission from Counts. Counts also
prohibits use of Counts or any other Trademark as part of a link to or
from any site unless establishment of such a link is approved in advance
by Counts in writing.
USER POSTINGS
You acknowledge and agree that
Counts shall own and have the unrestricted right to use, publish, in
electronic form and otherwise, distribute and exploit any and all
information that you post or otherwise publish on this Site
(Submissions). You hereby waive any and all claims against Counts for any
alleged or actual infringements of any rights of privacy or publicity,
moral rights, rights of attribution or any other intellectual property
rights in connection with Counts ‘s use and publication of such
Submissions. This means that anything submitted by you to this Site will
be owned by Counts and may be used by Counts for any purpose, now or in
the future, without any payment to, or further authorization by, you. In
the event Counts’ ownership of such Submissions is successfully
contested, you automatically grant Counts a perpetual, royalty-free,
non-exclusive, unrestricted, worldwide and irrevocable right and license
to use, reproduce, modify, publish, translate, prepare derivative works
based upon, distribute, perform or display such Submissions, in whole or
in part, in any form, media or technology known or hereafter developed
for any purpose, including, but not limited to, advertising and
promotional purposes. Counts does not represent or endorse the accuracy
or reliability of any Submissions displayed, uploaded, posted on any
message board, or otherwise distributed through this Site by any user of
this Site, information provider or any other third party. Counts
expressly disclaim any and all liability related to Submissions, and you
acknowledge that any reliance upon such Submissions shall be at your sole
risk. You covenant that you shall not post or otherwise publish on the
Site any materials that: (i) are threatening, libelous, defamatory, or
obscene; (ii) would constitute, or that encourage conduct that would
constitute a criminal offense, give rise to civil liability, or otherwise
violate law; (iii) infringe the intellectual property, privacy, or other
rights of any third parties; (iv) contain a computer virus or other
destructive element; (v) contain advertising; or (vi) constitute or
contain false or misleading statements. Counts in its sole discretion
reserves the right to refuse to post and the right to remove any
information or Submission from this Site, in whole or in part, for any
reason.
NO SERVICES, ENDORSEMENT OR PROFESSIONAL CONSULTATION
There may be delays, omissions or
inaccuracies in information obtained through your use of this Site. This
information is provided to you with the understanding that Counts’
provision of this information to you does not constitute the rendering of
investment, consulting, legal, accounting, tax, career or other advice or
services. Information on this Site should not be relied upon for making
business, investment or other decisions or used as a substitute for
consultation with professional advisors. Moreover, Counts does not
represent or endorse the accuracy or reliability of any advice, opinion,
statement, or other information displayed, uploaded, downloaded or
distributed through this Site by Counts, any user, information provider
or any other person or entity. You acknowledge that any reliance upon
such opinion, advice, statement, memorandum, or information shall be at
your sole option and risk. Moreover, Counts does not grant any license or
other authorization to you to use this Site in any manner if such use in
whole or in part suggests that Counts promotes or endorses any third
party’s causes, ideas, political campaigns, political views, web
sites, products or services.
ACCESS TO THIS SITE
Counts may alter, suspend or
discontinue this Site or your access to use this Site at any time for any
reason without notice or liability to you or any third party. This Site
may become unavailable due to maintenance or malfunction of computer
equipment or for other reasons and may result in damages to the
user’s systems or operations. The user shall be solely responsible
for ensuring that any information or content obtained from this Site does
not contain any virus or other computer software code or subroutine
designed to disable, erase, impair or otherwise damage the user’s systems,
software or data.
DISCLAIMER OF WARRANTIES
THE SITE AND ALL MATERIALS THEREON
ARE DISTRIBUTED ON AN AS IS BASIS WITHOUT WARRANTIES OF ANY KIND. TO THE
FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, COUNTS DISCLAIMS ALL
WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE
AND NON-INFRINGEMENT. SPECIFICALLY, BUT WITHOUT LIMITATION, COUNTS?DOES
NOT WARRANT THAT: (1) THE INFORMATION ON THIS SITE IS CORRECT, ACCURATE OR
RELIABLE; (2) THE FUNCTIONS CONTAINED ON THIS SITE WILL BE UNINTERRUPTED
OR ERROR-FREE; OR (3) DEFECTS WILL BE CORRECTED, OR THAT THIS SITE OR THE
SERVER THAT MAKES THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL
COMPONENTS. YOU HEREBY ACKNOWLEDGE THAT USE OF THE SITE IS AT YOUR SOLE
RISK. IF YOU ARE A CALIFORNIA RESIDENT,
YOU HEREBY WAIVE CALIFORNIA
CIVIL CODE SECTION 1542 WHICH PROVIDES: ‘A GENERAL RELEASE DOES NOT
EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN
HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM
MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.
LIMITATION OF LIABILITY
UNDER NO CIRCUMSTANCES SHALL
COUNTS OR ANY OF ITS PREDECESSORS, SUCCESSORS, PARENTS, SUBSIDIARIES,
AFFILIATES, OFFICERS, DIRECTORS, SHAREHOLDERS, INVESTORS, EMPLOYEES,
AGENTS, REPRESENTATIVES, ATTORNEYS AND THEIR RESPECTIVE HEIRS, SUCCESSORS
AND ASSIGNS BE LIABLE FOR ANY DAMAGES, INCLUDING DIRECT, INCIDENTAL,
PUNITIVE, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES THAT DIRECTLY OR
INDIRECTLY RESULT FROM THE USE OF, OR THE INABILITY TO USE, THIS SITE OR
THE INFORMATION CONTAINED ON THIS SITE OR OBTAINED FROM YOUR USE OF THIS
SITE, INCLUDING FOR VIRUSES ALLEGED TO HAVE BEEN OBTAINED FROM THE SITE,
EVEN IF COUNTS?HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO
EVENT SHALL COUNTS ‘S OR ANY OF ITS PREDECESSORS’,
SUCCESSORS’, PARENTS’, SUBSIDIARIES’,
AFFILIATES’, OFFICERS’, DIRECTORS’,
SHAREHOLDERS’, INVESTORS’, EMPLOYEES’, AGENTS’,
REPRESENTATIVES’ AND ATTORNEYS’ AND THEIR RESPECTIVE
HEIRS’, SUCCESSORS’ AND ASSIGNS’ TOTAL LIABILITY TO YOU
FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION WHETHER IN CONTRACT, TORT
(INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE) OR OTHERWISE EXCEED $1. SOME
JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES IN WHICH
CASE SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO ALL USERS.
INDEMNIFICATION
You hereby indemnify, defend, and
hold harmless Counts and all of its predecessors, successors, parents,
subsidiaries, affiliates, officers, directors, shareholders, investors,
employees, agents, representatives and attorneys and their respective
heirs, successors and assigns (collectively, the "Indemnified
Parties") from and against any and all liability and costs,
including, without limitation, reasonable attorneys’ fees, incurred
by the Indemnified Parties in connection with any claim arising out of or
relating to any breach by you of this Agreement or the representations,
warranties, and covenants you have made by agreeing to the terms of this
Agreement. You shall cooperate as fully as reasonably required in the
defense of any such claim. Counts reserve the right, at its own expense,
to assume the exclusive defense and control of any matter subject to
indemnification by you.
ENFORCEMENT OF TERMS AND CONDITIONS
This Agreement is governed and
interpreted pursuant to the laws of The United States of America,
notwithstanding any principles of conflicts of law. You expressly agree
that exclusive jurisdiction resides in The United States of America. You
further agree and expressly consent to the exercise of personal
jurisdiction in The United
States of America in connection with
any dispute or claim involving Counts. If any part of these terms is
unlawful, void, or unenforceable, that part will be deemed severable and
will not affect the validity and enforceability of the remaining
provisions.
INFRINGEMENT NOTICES AND TAKEDOWN
Counts prohibits the posting of
any information that infringes or violates the copyright rights and/or
other intellectual property rights (including rights of privacy and
publicity) of any person or entity. If you believe that any material
contained on this Site infringes your copyright, you should notify Counts
of your copyright infringement claim in accordance with the following
procedure. Counts will process notices of alleged infringement which it
receives and will take appropriate action as required by the Digital
Millennium Copyright Act (DMCA). The DMCA requires that notifications of
claimed copyright infringement should be sent to this Site's Designated
Agent who is:
David Ashley
Legal Counsel
245 Park Avenue, Level 39
New York City, New York
10167, United States
Main
Tel: +1 212 792 4000
Main
Fax: +1 212 792 4001
Counts
Consulting Inc.
legal@countsconsultancy.com
To be effective, the notification
must be in writing and contain the following information:
1. Physical or electronic signature of a
person authorized to act on behalf of the owner of an exclusive right
that is allegedly infringed;
2. Identification of the copyrighted work
claimed to have been infringed, or, if multiple copyrighted works at a
single online site are covered by a single notification, a representative
list of such works at that site;
3. Identification of the material that is
claimed to be infringing or to be the subject of infringing activity and
that is to be removed or access to which is to be disabled, and
information reasonably sufficient to permit the service provider to
locate the material;
4. Information reasonably sufficient to
permit the service provider to contact the complaining party, such as an
address, telephone number, and, if available, an electronic mail address
at which the complaining party may be contacted;
5. A statement that the complaining party
has a good faith belief that use of the material in the manner complained
of is not authorized by the copyright owner, its agent, or the law;
6. A statement that the information in the
notification is accurate, and under penalty of perjury, that the
complaining party is authorized to act on behalf of the owner of an
exclusive right that is allegedly infringed.
ENTIRE AGREEMENT
This Agreement constitutes the entire
agreement between you and Counts with respect to the subject matter of
this Agreement and supersedes and replaces all prior or contemporaneous
understandings or agreements, written or oral, regarding that subject
matter. Any waiver of any provision of this Agreement will be effective
only if in writing and signed by Counts.
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