1. Limited License & Use of Privycounsel

You are granted a non-exclusive, non-transferable, limited license to access and use the Services provided by Privycounsel.

Privycounsel does not review or pre-screen the contents of electronic data uploaded or posted to the Service ("Content") by Authorized Users (as defined below), and Privycounsel claims no intellectual property rights with respect to the Content. You agree not to reproduce, duplicate, copy, sell, resell or exploit access to the Service, use of the Service, or any portion of the Service, including, but not limited to the visual design elements without the express written permission from Privycounsel.

You agree not to modify, reverse engineer, adapt or otherwise tamper with the Service or modify another website so as to falsely imply that it is associated with the Service, Privycounsel, or any other software or service provided by Privycounsel. Certain proprietary and confidential information, procedures and work flow processes relating to but not necessarily limited to, concepts, ideas, inventions, business structuring, internet structuring, internet technology, workflow, web-based concepts, and resources are disclosed through the use of Privycounsel. By using Privycounsel, you agree to hold confidential or proprietary information or trade secrets ("confidential information") in trust and confidence and agree that it shall be used only for the contemplated purposes, shall not be used for any other purpose, or disclosed to any third party.

You agree not to use the Service in any manner which may infringe copyright or intellectual property rights or in any manner which is unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or in violation of these Terms of Service.

Privycounsel reserves the right at any time, and from time to time, to modify or discontinue, temporarily or permanently, any feature associated with the Service, with or without notice.

Continued use of the Service following any modification constitutes your acceptance of the modification.

Privycounsel reserves the right to temporarily suspend access to the Service for operational purposes, including, but not limited to, maintenance, repairs or installation of upgrades, and will endeavor to provide reasonable notice prior to any such suspension.

2. Access to the Service

You are only permitted to access and use the Privycounsel if you are an Authorized User. "Authorized User" means an individual subscriber or the partners, members, employees, temporary employees, and contractors of an organization with a subscription to the Service ("Subscriber"). Authorized Users are required to provide their full legal name, a valid email address, and any other information requested by the Service. Each Authorized User will be provided with a unique identifier to access and use the Service "Username"). The Username shall only be used by the Authorized User to whom it is assigned, and shall not be shared with, or used by any other person, including other Authorized Users.

Each Subscriber agrees that their sponsoring firm is to serve as administrator for the Subscriber’s subscription ("Administrator") with complete access to Subscriber’s documents and information.

3. Security of Passwords

Authorized Users and Subscribers shall be responsible for protecting the security of Usernames,

passwords and member identification numbers or any other codes associated to the Service known to them, and for the accuracy and adequacy of personal information provided to the Service.

Subscribers will implement policies and procedures to prevent unauthorized use of Usernames, and will promptly notify Privycounsel, upon suspicion that a Username has been lost, stolen, compromised, or misused.

4. Confidentiality

Each party agrees to treat all Confidential Information as confidential and not to use or disclose such Confidential Information except as necessary to perform its respective obligations under this Agreement.

PrivyCounsel and any third party vendors and hosting partners it utilizes to provide the Service shall hold Content in strict confidence and shall not use or disclose Content except (a) as required to perform their obligations under this Agreement; (b) in compliance with applicable Law, or (c) as otherwise authorized by you in writing.

5. Reoccurring Payments, Subscription & Refunds

Privycounsel is made available on a pay-as-you-go basis in U.S. dollars. Privycounsel is a subscription based portal, not sold.

All plans come with an initial free trial period. The trial period may vary based upon promotional programs offered by Privycounsel. Privycounsel, in it’s sole and absolute discretion, may increase, decrease, or discontinue any free trial program any time without prior notice.

If you do not provide your credit/debit card details to Privycounsel within the applicable free trial period, your account will be suspended and can only be reactivated by submitting your valid credit/debit card information. Privycounsel does not accept any responsibility for any loss of the Privycounsel Service during the suspension period.

If you have provided credit/debit card details before the end of your trial period, and have elected to continue with a paid plan, you will be billed monthly starting the first day after expiration of the free trial period.

You also have the option of being billed for the Privycounsel Service in advance on a monthly or yearly basis, in which case the difference in the upgrade price will be prorated on your first bill.

Regardless of your billing cycle, there are no refunds or credits for partial months of Privycounsel Service, upgrade/downgrade refunds, or refunds for months unused with an open account.

In order to treat everyone equally, no exceptions will be made.

For any upgrade or downgrade in plan level, your card will automatically be charged the new rate on your next billing cycle.

Downgrading your account may cause the loss of content, features, or capacity of your account. Privycounsel does not accept any liability for such loss.

Special pricing may apply on a going forward basis for customers with an exceptionally high number of authorized users, an unusually high monthly ticket ratio per agent, or extraordinary usage of bandwidth, in which case Privycounsel will notify you in advance to provide you with a reasonable opportunity to avoid special pricing.

All prices are subject to change upon notice. Such notice may be provided by an e-mail or text message to the Administrator, or in the form of an announcement on the Service.

6. Cancellation and Termination

Subscribers are solely responsible for canceling their subscription. Subscribers may cancel their subscription by contacting Privycounsel in writing.

PrivyCounsel in its sole discretion, has the right to suspend or discontinue providing the Service to any Subscriber without notice for non-compliance with these Terms of Service, and pursue any other remedy legally available to it.

Upon cancellation or termination of a subscription, all Content associated with such subscription will be held for thirty (30) days after cancellation. If the subscription is not renewed within that time, PrivyCounsel will delete all information associated with the subscription.

7. Dispute Resolution

If a dispute arises between You and Privycounsel, we would like to achieve a neutral and cost effective means of resolving disputes quickly. Except as set forth otherwise in these Terms, You and Privycounsel agree to resolve any claim or controversy at law ("Claim"), and although You have waived Your right to seek equitable or injunctive relief, should You attempt to pursue such relief in contravention of Your agreement not to, You will seek to resolve any claim or controversy at equity, that arises out of Your use of any Privycounsel Platform, Service, Content, or these Terms in accordance with one of the subsections below or as Privycounsel and You otherwise agree in writing, signed by hand, on paper. Before resorting to these alternatives, we strongly encourage You to first contact us directly to seek a resolution by contacting us. We will consider reasonable requests to resolve the dispute through alternative dispute resolution procedures, such as mediation or arbitration, as alternatives to litigation.

Law and Forum for Legal Disputes - This Agreement (the Terms) shall be governed in all respects by the laws of the State of California and controlling U.S. federal law, without regard to conflict of law provisions. You agree that any Claim or dispute You may have against Privycounsel, or Privycounsel may have against You, must be resolved exclusively by a state or federal court located in Orange County, California, except as otherwise agreed by the parties or as described in the Arbitration Option paragraph below. You agree to submit to the personal jurisdiction of the courts (and arbitrators) located within Orange County, California for the purpose of litigating all such claims or disputes.

Arbitration Option - For any claim (excluding claims by Privycounsel for injunctive or other equitable relief) where the total amount of the award sought is less than $10,000, the party requesting relief may elect to resolve the dispute in a cost effective manner through binding non-appearance-based arbitration. In the event a party elects arbitration, they shall initiate such arbitration through an established alternative dispute resolution ("ADR") provider mutually agreed upon by the parties. The ADR provider and the parties must comply with the following rules: (a) the arbitration shall be conducted by telephone, online, and/or solely based on written submissions, the specific manner shall be chosen by the party initiating the arbitration; (b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and (c) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. If we are unable to agree upon an ADR provider then the default ADR provider shall be the American Arbitration Association, JAMS, or Judicate West, as decided by the party submitting the claim for arbitration.

Improperly Filed Claims - All claims You bring against Privycounsel must be resolved in accordance with this Legal Disputes Section. All claims filed or brought contrary to this Dispute Resolution Section shall be considered improperly filed. Should You file a claim contrary to this Dispute Resolution Section, Privycounsel may recover attorneys' fees and costs up to $1,000, provided that Privycounsel has notified You of the improperly filed claim, and You have failed to promptly withdraw the claim.

8. Limited Warranty and Limitation of Liability

The Service is provided on an "as is", "as available" basis and Privycounsel expressly disclaims all warranties, including the warranties of merchantability and fitness for a particular purpose.

Privycounsel, its affiliates, and any officer, director, employee, subcontractor, agent, successor, or assign of Privycounsel or its affiliates does not warrant that:

While Privycounsel employs backup technology, its Service is not intended as a backup service of documents or information.

Privycounsel, its affiliates, and any officer, director, employee, subcontractor, agent, successor, or assign of Privycounsel or its affiliates, shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if Privycounsel has been advised of the possibility of such damages), resulting from:

9. Miscellaneous

You acknowledge and agree that Privycounsel may use third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to run the Service.

You acknowledge and agree that the technical processing and transmission of data associated with the Service, including Content, may be transmitted and involve: (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. Transmitted data will always be encrypted.

The failure of Privycounsel to enforce any provision hereof shall not constitute or be construed as a waiver of such provision or of the right to enforce it at a later time.

The Terms of Service constitutes the entire agreement between you and Privycounsel and govern your use of the Service, superseding any prior agreements between you and Privycounsel (including, but not limited to, any prior versions of the Terms of Service).

You may not assign your rights or delegate your duties under this license to access the Service without the prior written consent of Privycounsel.

These Terms of Service shall be governed by and construed in accordance with the laws of the State of California.