TERMS OF SERVICE

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Customer," "you," or "your") and Kount Marketing Inc. ("Kount," "we," "us," or "our"), a federal corporation registered in Canada with operations in Manitoba, Canada. By accessing or using the Kount CRM platform (the "Service"), you agree to be bound by these Terms. If you do not agree to these Terms, you must not access or use the Service. All fees referenced in these Terms are in Canadian Dollars (CAD) unless expressly stated otherwise.

1. DEFINITIONS

"Account" means the account created by you to access and use the Service.

"Customer Data" means all data, information, and content that you or your authorized users upload, submit, transmit, or otherwise make available through the Service, including but not limited to contact information, customer communications, analytics data, and any other materials.

"GoHighLevel" means GoHighLevel LLC and its CRM platform infrastructure, which Kount white-labels to provide the Service.

"Licensed Content" means all guides, templates, email templates, marketing materials, automation workflows, sample content, and other proprietary resources provided by Kount through the Service that you are licensed to use in accordance with Section 13 of these Terms.

"Service" means the Kount CRM platform, a white-label customer relationship management system based on GoHighLevel's infrastructure, accessible at www.kount.ca, including all related features, tools, integrations, and updates.

"Usage-Based Charges" means fees calculated based on your actual consumption of specific Service features, including but not limited to SMS messages sent, email campaigns, phone minutes used, API calls, and storage capacity, as further detailed in the pricing documentation.

2. SERVICE DESCRIPTION

1. Platform Overview: Kount provides a white-label CRM platform specifically designed for Canadian accountants and bookkeepers. The Service includes customer relationship management tools, communication features, analytics, workflow automation, integration capabilities with third-party services, and Licensed Content.
2. Infrastructure: The Service is built on GoHighLevel's infrastructure. Kount does not own or control the underlying technical infrastructure and is subject to the terms, policies, and operational decisions of GoHighLevel.
3. Third-Party Integrations: The Service may integrate with various third-party service providers, including but not limited to Google, Facebook, email providers, payment processors, and other business tools. Your use of such integrations is subject to the respective third party's terms and conditions.

3. ACCOUNT REGISTRATION AND ELIGIBILITY

1. Age Requirement: You must be at least the age of majority in your province of residence to create an Account and use the Service.
2. Account Information: You agree to provide accurate, current, and complete information during the registration process and to update such information to maintain its accuracy.
3. Account Security: You are responsible for maintaining the confidentiality of your Account credentials and for all activities that occur under your Account. You must immediately notify Kount of any unauthorized use of your Account.
4. Multi-User Access: You may share your subscription with multiple users who are employees, contractors, or agents under your direct control and supervision. All such users must be working on your behalf and for your legitimate business purposes. Kount reserves the right to monitor usage patterns and enforce reasonable limits on the number of concurrent users or total usage volume if usage appears inconsistent with normal business operations for a single organization. Reselling access, providing access to unaffiliated third parties, or allowing access for purposes unrelated to your business is strictly prohibited.

4. SUBSCRIPTION AND PRICING

1. Subscription Model: The Service is provided on a subscription basis with both a base subscription fee and Usage-Based Charges. Detailed pricing information is available at: Kount CRM Pricing.
2. Payment Processing: All payments are processed through Stripe. By subscribing to the Service, you authorize Kount to charge your designated payment method for all applicable fees.
3. Billing: You will be billed on a recurring basis according to your selected subscription plan. Usage-Based Charges will be calculated and billed based on your actual usage during each billing period.
4. Price Changes: Kount reserves the right to modify pricing with thirty (30) days' written notice to you. Continued use of the Service after such notice constitutes acceptance of the new pricing.
5. Taxes: All fees are exclusive of applicable federal, provincial, or local taxes. You are responsible for all applicable taxes.

5. MONEY-BACK GUARANTEE AND REFUNDS

1. 30-Day Money-Back Guarantee: New customers are eligible for a full refund of their initial base subscription fee if they request a refund within thirty (30) days of their initial signup date.
2. Eligibility Requirements: To be eligible for the money-back guarantee, you must: (i) be a new customer; (ii) request the refund within thirty (30) days of your initial signup; and (iii) have made a good faith effort to use the Service by completing the initial onboarding steps provided by Kount. "Onboarding steps" means the setup tasks and checklists made available in your Account upon signup. Kount retains sole discretion to determine whether this requirement has been satisfied, exercised reasonably and in good faith.
3. Exclusions: Usage-Based Charges are non-refundable and are not covered by the money-back guarantee. Only the base subscription fee for the initial billing period is eligible for refund.
4. Refund Process: To request a refund, you must contact [email protected] with your request. Approved refunds will be processed within ten (10) business days.
5. No Other Refunds: Except as expressly provided in this Section 5, all fees are non-refundable, including upon termination or cancellation of your Account.

6. CUSTOMER DATA AND PRIVACY

1. Customer Data Ownership: You retain all right, title, and interest in and to your Customer Data. You grant Kount a limited, non-exclusive license to use, process, and store Customer Data solely to provide the Service to you.
2. Data Storage and Processing: Customer Data is stored and processed through GoHighLevel's infrastructure. The location and methods of data storage are determined by GoHighLevel and may be updated from time to time. Data may be stored on servers located in various jurisdictions.
3. Privacy Compliance: Kount processes personal information in accordance with applicable Canadian privacy laws, including the Personal Information Protection and Electronic Documents Act (PIPEDA) and applicable provincial privacy legislation. Your use of the Service is also subject to our Privacy Policy.
4. Customer Responsibilities: You are solely responsible for: (i) ensuring that you have obtained all necessary consents and authorizations to collect, use, and disclose any personal information you submit to the Service; (ii) complying with all applicable privacy and data protection laws in your use of the Service; and (iii) the accuracy, quality, and legality of Customer Data.
5. Data Security: While Kount and GoHighLevel implement reasonable security measures, you acknowledge that no method of transmission or storage is completely secure. Kount does not guarantee the absolute security of Customer Data.

7. ACCEPTABLE USE AND PROHIBITED ACTIVITIES

You agree not to use the Service to:

1. Transmit, distribute, or store material that constitutes spam, unsolicited commercial communications, or violates anti-spam legislation including Canada's Anti-Spam Legislation (CASL);
2. Upload, transmit, or distribute any content that is illegal, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, or otherwise objectionable;
3. Engage in competitive intelligence gathering, benchmarking, or any activity intended to build a competitive product or service;
4. Violate any applicable laws, regulations, or third-party rights;
5. Attempt to gain unauthorized access to the Service, other Accounts, or related systems or networks;
6. Interfere with or disrupt the Service or servers or networks connected to the Service;
7. Use any automated means to access the Service for any purpose without our express written permission;
8. Upload or transmit viruses, malware, or any other malicious code;
9. Resell, sublicense, or otherwise make the Service available to third parties without Kount's prior written consent.

Kount reserves the right to investigate and take appropriate action against anyone who violates this Section, including suspending or terminating your Account without notice and without refund.

8. NO PROFESSIONAL ADVICE; REGULATORY COMPLIANCE

No Professional Advice: THE SERVICE IS A TECHNOLOGY PLATFORM ONLY. KOUNT DOES NOT PROVIDE LEGAL, ACCOUNTING, FINANCIAL, TAX, REGULATORY, OR COMPLIANCE ADVICE. The Service, including any templates, automations, messaging frameworks, workflows, or content suggestions, is provided for informational and operational purposes only and does not constitute professional advice of any kind.

Customer Responsibility for Compliance: You are solely responsible for: (i) ensuring your use of the Service complies with all applicable laws, regulations, and professional standards, including but not limited to CASL, PIPEDA, provincial privacy legislation, professional accounting standards, and any industry-specific regulations; (ii) obtaining appropriate legal, accounting, or compliance advice regarding your use of the Service; and (iii) configuring and using the Service in a manner consistent with your legal and professional obligations.

No Liability for Regulatory Issues: Kount is not responsible for any regulatory violations, professional disciplinary actions, fines, penalties, or other consequences arising from your use of the Service. You acknowledge that the Service is a general-purpose CRM tool and that you must independently verify that your use complies with all applicable requirements.

Templates and Automations: Any templates, sample content, or automated workflows provided through the Service are examples only and must be reviewed, customized, and approved by you or your professional advisors before use. Kount makes no representation that such materials are appropriate for your specific circumstances or compliant with applicable laws.

No Fiduciary Relationship: Nothing in these Terms creates a partnership, joint venture, agency, fiduciary, or employment relationship between you and Kount. You acknowledge that Kount is acting solely as a technology service provider and does not owe you any fiduciary duties or heightened obligations beyond those expressly stated in these Terms.

9. SERVICE LEVEL AND SUPPORT

Service Availability: Kount strives to maintain the availability of the Service but does not guarantee uninterrupted access. The Service is provided on an "as-is" and "as-available" basis. Service availability and performance are dependent on GoHighLevel's infrastructure and operations.

No Service Level Agreement: Kount does not provide any service level agreement, uptime guarantee, or performance warranty. You acknowledge that the Service may experience downtime, interruptions, or degraded performance from time to time.

Customer Support: Kount provides email support to customers at [email protected]. Support is available during business hours (Monday to Friday, 9:00 AM to 5:00 PM Central Time, excluding statutory holidays in Manitoba).

Response Time: Kount will make commercially reasonable efforts to respond to support inquiries within 48 to 72 hours. Response times are estimates only and do not constitute a guarantee.

10. MODIFICATIONS TO SERVICE

Kount reserves the right to modify, suspend, or discontinue any aspect of the Service at any time, with or without notice. Such modifications may be required due to changes in GoHighLevel's platform, technological requirements, legal or regulatory requirements, or business needs.

If Kount makes material changes to the Service that substantially reduce its functionality, Kount will provide you with thirty (30) days' prior written notice. You may terminate your subscription within this notice period if you do not wish to continue using the modified Service.

11. TERM AND TERMINATION

11.1 Term

These Terms commence on the date you first access or use the Service and continue until terminated in accordance with this Section 11.

11.2 Termination by Customer

You may terminate your subscription at any time by providing thirty (30) days' written notice to Kount at [email protected]. Your termination will be effective at the end of the thirty (30) day notice period. You remain responsible for all fees incurred up to and including the effective termination date.

11.3 Termination by Kount

Kount may terminate or suspend your Account and access to the Service:

(a) immediately for cause, including but not limited to: (i) your breach of these Terms; (ii) non-payment of fees; (iii) engaging in prohibited activities; or (iv) if required by law;

(b) with thirty (30) days' written notice for any reason or no reason.

11.4 Effect of Termination

Upon termination of your Account:

(a) Your right to access and use the Service will immediately cease;

(b) You will remain responsible for all outstanding fees and charges;

(c) You are solely responsible for exporting and backing up your Customer Data prior to termination. Kount will retain your Customer Data for sixty (60) days following the effective termination date, after which your Customer Data will be permanently and irreversibly deleted from Kount's systems. Kount may retain Customer Data in backup systems for an additional thirty (30) days due to standard backup retention policies, but such data will not be accessible or recoverable after the initial sixty (60) day period;

(d) Your license to use the Licensed Content immediately terminates and you must cease all use of such Licensed Content as set forth in Section 13.4;

(e) Sections 6 (Customer Data - ownership provisions), 8 (No Professional Advice), 13 (Licensed Content and Intellectual Property), 14 (Disclaimers), 15 (Limitation of Liability), 16 (Indemnification), and 18 (Governing Law) shall survive termination.

11.5 GoHighLevel License Termination and Account Transfer

In the event that GoHighLevel terminates Kount's license to use the GoHighLevel platform:

(a) Direct Transfer to GoHighLevel: You will have the option to transfer your Account directly to GoHighLevel. Such transfer will be subject to GoHighLevel's then-current terms of service and pricing. As of the effective date of these Terms, GoHighLevel's standard pricing is approximately $97.00 USD per month, though this rate is subject to change by GoHighLevel at any time. Kount will provide reasonable assistance to facilitate such transfer at no additional charge to you.

(b) Self-Service Data Export: You may export your Customer Data directly from the Service at no charge using the standard export features available in your Account. This option remains available regardless of the reason for termination.

(c) Optional Manual Migration Services: If you request that Kount manually migrate your Account, data, automations, and customizations to another platform or service provider (beyond simple data export), Kount may, at its sole discretion, provide such services for a one-time fee of $5,000.00 CAD. This fee is optional and only applies if you choose to engage Kount for full migration services. The fee covers the cost of manually recreating automations, workflows, integrations, and custom configurations developed by Kount for your Account. This is not required for basic data export or transfer to GoHighLevel. Payment of this fee must be made in full before migration services commence. Kount is under no obligation to provide such services and may decline at its discretion.

12. INTELLECTUAL PROPERTY

Kount Property: The Service, including its design, graphics, user interface, software code, and all related intellectual property rights, is owned by Kount, GoHighLevel, or their respective licensors. These Terms do not grant you any right, title, or interest in the Service except as expressly set forth herein.

Service License Grant: Subject to your compliance with these Terms, Kount grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Service solely for your internal business purposes.

Restrictions: You may not: (i) copy, modify, or create derivative works of the Service; (ii) reverse engineer, decompile, or disassemble the Service; (iii) remove or alter any proprietary notices; or (iv) use the Service to develop a competing product or service.

Feedback: If you provide Kount with any suggestions, ideas, or feedback regarding the Service, Kount may use such feedback without any obligation to you.

13. LICENSED CONTENT

13.1 Licensed Content Provided

As part of your subscription to the Service, Kount provides you with access to Licensed Content, including but not limited to guides, email templates, marketing materials, automation workflows, and other proprietary resources that you may white-label and use with your own clients or prospects.

13.2 License Grant for Licensed Content

Subject to your compliance with these Terms and for so long as your subscription remains active and in good standing, Kount grants you a limited, non-exclusive, non-transferable, revocable license to:

(a) Use, customize, and white-label the Licensed Content for the purpose of communicating with your own clients, prospects, and business contacts;

(b) Modify the Licensed Content to include your own branding, company information, and customizations;

(c) Distribute the Licensed Content to your clients and prospects as part of your legitimate business communications and marketing activities.

13.3 Restrictions on Licensed Content

You expressly agree that you will NOT:

1. Share, distribute, sell, license, or otherwise provide the Licensed Content to any third party, including but not limited to other businesses, consultants, contractors, or service providers, except as part of communications directed to your own clients or prospects as permitted under Section 13.2;
2. Use the Licensed Content to create competing products, services, or materials;
3. Republish, resell, or redistribute the Licensed Content as a standalone product or as part of any offering to third parties;
4. Reverse engineer, decompile, or disassemble any Licensed Content;
5. Remove, obscure, or alter any proprietary notices, attribution, or copyright information from the Licensed Content;
6. Claim ownership of the Licensed Content or present it as your own original work in any context other than as customized materials for your own business use.

13.4 Termination of Licensed Content Rights

Upon termination or expiration of your subscription for any reason:

(a) Your license to use the Licensed Content immediately terminates;

(b) You must immediately cease all use of the Licensed Content;

(c) You must delete or destroy all copies of the Licensed Content in your possession or control, including any modified or customized versions;

(d) You may not retain, copy, reproduce, or continue to use the Licensed Content in any form for any purpose, including for your own business operations.

13.5 Ownership of Licensed Content

Kount (or its licensors) retains all right, title, and interest in and to the Licensed Content, including all intellectual property rights. The license granted in Section 13.2 does not transfer any ownership rights to you. You acknowledge that the Licensed Content constitutes valuable proprietary and confidential information of Kount.

Any use of the Licensed Content beyond the scope expressly permitted in these Terms constitutes a material breach and may subject you to legal liability, including claims for copyright infringement, breach of contract, and misappropriation of trade secrets.

14. DISCLAIMERS

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR COURSE OF PERFORMANCE.

KOUNT DOES NOT WARRANT THAT:

(a) THE SERVICE WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS;

(b) THE RESULTS OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE;

(c) ANY ERRORS IN THE SERVICE WILL BE CORRECTED.

KOUNT SPECIFICALLY DISCLAIMS ANY LIABILITY FOR THE ACTS, OMISSIONS, OR PERFORMANCE OF GOHIGHLEVEL. THE SERVICE RELIES ON GOHIGHLEVEL'S INFRASTRUCTURE, AND KOUNT HAS NO CONTROL OVER GOHIGHLEVEL'S OPERATIONS, SECURITY MEASURES, DATA STORAGE PRACTICES, OR SERVICE AVAILABILITY.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM KOUNT OR THROUGH THE SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

15. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL KOUNT, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR IN CONNECTION WITH:

(a) YOUR ACCESS TO, USE OF, OR INABILITY TO ACCESS OR USE THE SERVICE;

(b) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON OR THROUGH THE SERVICE;

(c) ANY CONTENT OBTAINED FROM THE SERVICE;

(d) UNAUTHORIZED ACCESS, USE, OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT.

IN NO EVENT SHALL KOUNT'S TOTAL AGGREGATE LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE) EXCEED THE AMOUNT YOU PAID TO KOUNT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY, OR ONE HUNDRED DOLLARS ($100.00 CAD), WHICHEVER IS GREATER.

THE LIMITATIONS IN THIS SECTION APPLY WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, AND WHETHER OR NOT KOUNT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES. IN SUCH JURISDICTIONS, KOUNT'S LIABILITY SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

16. INDEMNIFICATION

You agree to indemnify, defend, and hold harmless Kount, its officers, directors, employees, agents, affiliates, and licensors from and against any and all claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising from: (a) your use or misuse of the Service; (b) your violation of these Terms; (c) your violation of any rights of another party, including any intellectual property rights or privacy rights; (d) your Customer Data; (e) any content you submit, post, or transmit through the Service; (f) your failure to comply with applicable laws, regulations, or professional standards, including but not limited to CASL, PIPEDA, or professional accounting requirements; or (g) your unauthorized use, reproduction, or distribution of the Licensed Content. This indemnification obligation will survive the termination of these Terms and your use of the Service.

17. MODIFICATIONS TO TERMS

Kount reserves the right to modify these Terms at any time. If Kount makes material changes to these Terms, Kount will provide notice by posting the updated Terms on www.kount.ca and updating the "Effective Date" at the top of these Terms. For material changes, Kount will also provide you with notice by email to the address associated with your Account at least thirty (30) days before the changes take effect.

Your continued use of the Service after the effective date of any modifications constitutes your acceptance of the modified Terms. If you do not agree to the modified Terms, you must discontinue your use of the Service and terminate your Account.

18. GOVERNING LAW AND DISPUTE RESOLUTION

Governing Law: These Terms and any disputes arising out of or related to these Terms or the Service shall be governed by and construed in accordance with the laws of the Province of Manitoba and the federal laws of Canada applicable therein, without regard to conflict of law principles.

Jurisdiction: You irrevocably submit to the exclusive jurisdiction of the courts located in Manitoba, Canada, for the resolution of any disputes arising out of or relating to these Terms or the Service. You waive any objection to venue in such courts and any claim that such courts are an inconvenient forum.

Limitation Period: Any cause of action you may have with respect to these Terms or the Service must be commenced within one (1) year after the claim or cause of action arises, or such claim or cause of action is permanently barred.

19. GENERAL PROVISIONS

Entire Agreement: These Terms, together with our Privacy Policy, constitute the entire agreement between you and Kount regarding the Service and supersede all prior agreements and understandings, whether written or oral.

Waiver: No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term. Kount's failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.

Severability: If any provision of these Terms is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced to the fullest extent under law.

Assignment: You may not assign or transfer these Terms or any rights granted hereunder, by operation of law or otherwise, without Kount's prior written consent. Kount may assign these Terms without restriction. Any attempted assignment in violation of this section shall be void.

Force Majeure: Kount shall not be liable for any failure or delay in performance due to causes beyond its reasonable control, including but not limited to acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, or shortages of transportation, facilities, fuel, energy, labor, or materials.

Notices: All notices required or permitted under these Terms shall be in writing and delivered to Kount at [email protected] or to you at the email address associated with your Account. Notices to you shall be deemed given when sent to the email address on file. Notices to Kount shall be deemed given when received and acknowledged by Kount.

No Third-Party Beneficiaries: These Terms are for the benefit of, and shall be enforceable by, the parties only. These Terms are not intended to confer any right or benefit on any third party.

Interpretation: The section headings in these Terms are for convenience only and have no legal or contractual effect. The use of "including" means "including but not limited to."

20. CONTACT INFORMATION

If you have any questions about these Terms, please contact us at:

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END OF TERMS OF SERVICE