Terms of Service — Counterly

# Counterly Terms of Service **Last updated:** July 30, 2026 **Effective date:** July 30, 2026 **Product:** Counterly POS **Operator:** [INSERT REGISTERED LEGAL ENTITY NAME & ADDRESS] (“**Counterly**,” “**we**,” “**us**,” or “**our**”) **Contact:** [legal@counterlypos.com](mailto:legal@counterlypos.com) By accessing counterlypos.com, creating an organization, or using Counterly Admin, Counterly POS, related APIs, or HQ (authorized operators only), you agree to these Terms. If you accept for a company, you represent you have authority to bind that company. Order forms, subscription checkout, and any signed agreement control if they conflict with these Terms on fees, term, or service levels. --- ## 1. The Service Counterly provides cloud software for retail operations: register (POS), Admin back office, inventory, staff access, reports, and optional capabilities (age checks, fuel-related features, AI assist, etc.) based on your plan and store configuration. **You keep your merchant account and card terminals.** Counterly is not your payment processor or merchant acquirer. Hardware compatibility is described in product docs; unsupported terminals may use guided tender fallback. Regions we serve include the USA, Canada, UK, EU, Australia, and the Middle East. Availability does not create a local establishment or change governing law under §12. --- ## 2. Accounts, Store Codes & access - You must provide accurate signup information and keep credentials confidential. - Access uses **Store Code** (or exact store name) lookup — we do not publish a public directory of all stores on login — then PIN (POS) or email/password (Admin) as applicable. - You are responsible for staff permissions, PIN hygiene, and activity under your organization. - Notify us promptly of suspected unauthorized access. We may suspend access to protect the Service or comply with law. --- ## 3. Plans, trials & fees Plans (e.g., Core / Pro / Fuel), register limits, add-ons, and trial terms are as shown at checkout or in your order form. Fees are typically billed per store on the interval you select. Taxes are your responsibility except taxes on our income. Non-payment may result in suspension. Refunds only where required by law or expressly stated at purchase. --- ## 4. Acceptable use You will not: - Use Counterly for unlawful sales or to evade age, tax, lottery, or licensing rules - Misconfigure age gates or tax settings and treat Counterly as a substitute for legal compliance - Reverse engineer, scrape, or attack the Service; share accounts to bypass seat limits - Upload malware or attempt unauthorized access to other tenants - Use AI features to generate unlawful content or to automate high-risk decisions without required human review under applicable law You are solely responsible for tax configuration, deposit/CRV settings, age policies, and operational compliance in your jurisdictions. --- ## 5. Customer data & privacy You retain ownership of your store data. You grant Counterly a license to host and process that data to provide the Service. Our [Privacy Policy](/privacy) explains personal information practices. For processor engagements, request our DPA. You represent you have the rights and notices required to upload staff and customer-related data you enter into Counterly. --- ## 6. AI features (Smart Assist, import, drafts) Optional AI features use probabilistic models. Outputs may be inaccurate, incomplete, or unexpected (“hallucinations”). **You must review AI Output before relying on it** for catalog changes, support replies, or operational decisions. Counterly is not liable for decisions made solely on AI Output. AI features may depend on third-party model/cloud providers. We are not liable for their outages, rate limits, policy changes, or deprecations. **Default:** we do not use your confidential store data to train foundation models except as needed to run the feature you requested or with your written agreement. --- ## 7. Intellectual property Counterly and its software, brands, and documentation remain our property. We grant you a limited, non-exclusive, non-transferable right to use the Service during your subscription. Feedback may be used by us without obligation to you. --- ## 8. Third-party services & hardware Integrations, terminals, printers, scanners, and networks you choose are outside our control except as we expressly support. Failures of your ISP, devices, or payment terminal provider are not Counterly outages for SLA purposes unless an order form says otherwise. --- ## 9. Disclaimers EXCEPT AS EXPRESSLY STATED IN AN ORDER FORM, THE SERVICE IS PROVIDED **“AS IS” AND “AS AVAILABLE.”** TO THE MAXIMUM EXTENT PERMITTED BY LAW WE DISCLAIM IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT UNINTERRUPTED OR ERROR-FREE OPERATION, OR THAT AI OUTPUTS OR CONFIGURED TAX/AGE RULES WILL MEET EVERY LEGAL REQUIREMENT FOR YOUR LOCATION. --- ## 10. Limitation of liability TO THE MAXIMUM EXTENT PERMITTED BY LAW: 1. Neither party is liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or lost profits, revenue, goodwill, or data. 2. Counterly’s aggregate liability arising from the Service or these Terms will not exceed the amounts **you paid to Counterly for the Service in the twelve (12) months** before the first event giving rise to liability (or USD $100 if no fees were paid). 3. These limits do not apply to liability that cannot be limited by law (e.g., certain personal injury or fraud). --- ## 11. Indemnification You will defend and indemnify Counterly against third-party claims arising from your store data, your misuse of the Service, your violation of law or these Terms, or your failure to configure tax/age/compliance controls appropriately. --- ## 12. Governing law & disputes These Terms are governed by the laws of **[INSERT GOVERNING LAW JURISDICTION]**, excluding conflict-of-law rules. Except for small-claims matters or IP/injunctive relief, disputes will be resolved by **binding individual arbitration** in **[INSERT ARBITRATION SEAT CITY]** under commercial arbitration rules of a recognized administrator. **Class actions and jury trials are waived** to the extent permitted by law. --- ## 13. Suspension & termination You may cancel per your plan’s cancellation flow. We may suspend or terminate for material breach, non-payment, AUP violations, or legal risk. Upon termination, your license ends; we handle data per the Privacy Policy and any DPA. --- ## 14. Changes We may update these Terms by posting a new version with a revised “Last updated” date. Material changes may also be noticed in-product or by email. Continued use after the effective date constitutes acceptance. --- ## 15. Contact **Legal:** legal@counterlypos.com **Privacy:** privacy@counterlypos.com **Support:** support@counterlypos.com **Postal:** [INSERT REGISTERED LEGAL ENTITY NAME & ADDRESS] --- *Operator draft for Counterly POS. Have counsel review before treating as final.*