Terms of Service

These Terms of Service (the “Terms”) are a binding agreement between you and the operator of Count Me There (“Count Me There”, “we”, “us”, “our”). They govern your access to and use of the website at countmethere.com, the installable application, the personal guest pages, and every related feature (together, the “Service”). By creating an account, opening a guest link, or otherwise using the Service, you accept these Terms. If you do not accept them, do not use the Service.

Please read them carefully. The Service is provided free of charge, as is, and at your own risk. These Terms exclude our liability to you; allow us to change, suspend or end the Service, these Terms and your access at any time without notice; and make you responsible for the people you invite and the gatherings you organise.

1. Who can use the Service

• To create an account you must be at least 18 years old, or the age of majority where you live if that is higher, and able to enter into a binding contract.
• Guests do not create accounts. A guest uses the Service through a personal link sent to them by a host. By opening that link, the guest accepts these Terms as they apply to guests.
• You may not use the Service if you have previously been suspended or removed from it, or if using it would breach any law that applies to you.
• Where you use the Service on behalf of an organisation, you confirm that you are authorised to bind it to these Terms, and “you” includes that organisation.

2. Your account

• Provide accurate information and keep it current.
• Keep your password, passkeys and sign-in codes confidential. You are responsible for everything that happens through your account, whether or not you authorised it.
• If you believe your account has been accessed without your permission, tell us at support@countmethere.com.
• One person, one account. Accounts may not be sold, transferred or shared.

3. What the Service does, and what it does not

Count Me There helps hosts organise gatherings: creating invitations, sharing details, collecting responses and managing guest information. The Service does not send messages to guests on your behalf; it prepares them and you send them from your own phone, email or other channel. Count Me There does not sell anything and does not process payments. If a host connects a third-party payment service, that service handles any money under its own terms (see section 10). Nothing in the Service is professional, legal, financial, safety or medical advice. Headcounts, capacity figures, cost calculations and other information are aids to your planning; you remain responsible for checking them and for your gathering.

4. The Service is free, “as is”, “as available” and at your own risk

• The Service is currently provided free of charge. We may introduce, change or remove fees, paid features, plans or limits at any time, with or without notice. Paid features, if any are offered, are subject to the terms presented with them.
• We make no promise about availability, uptime, reliability, speed or performance. The Service may be unavailable, slow or interrupted at any time, for any reason, with or without notice, including for maintenance, upgrades, outages, attacks, failures of hosting or network providers, or events beyond our control.
• The Service may contain bugs, errors, omissions and defects, any number of them, on any page or feature. Information shown to you may be incomplete, out of date or wrong. Features may behave unexpectedly, and we do not promise to fix any problem, at any time.
• Data may be lost. We do not guarantee that anything you or your guests enter will be retained, backed up or recoverable. Export your data regularly and keep your own copies of anything you cannot afford to lose.
• We may change, limit, suspend or discontinue any part of the Service, or the whole Service, at any time, temporarily or permanently, with or without notice. We may add, remove or change features, templates, limits and integrations at any time. We may release features that are experimental or unfinished.
• You use the Service entirely at your own risk.
• To the fullest extent permitted by law, the Service is provided without warranties or conditions of any kind, express, implied or statutory, including any implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, quiet enjoyment or that the Service will be uninterrupted, secure, error-free or free of harmful components. No advice or information, whether oral or written, obtained from us or through the Service creates any warranty.

5. Our right to suspend, restrict, remove and delete

We may, at our sole discretion, at any time, for any reason or no reason, with or without notice, and without liability to you or anyone else:

• suspend, restrict, disable or terminate your account or a guest's access;
• remove, hide, edit or delete any gathering, invitation, guest record, response, message, file or other content;
• block any person, device, network, address or region from the Service;
• refuse service to anyone, to the extent the law allows;
• delete an account and everything in it, including where the account is inactive, where we believe these Terms or the law have been breached, where we receive a complaint or legal demand, where we believe it necessary to protect the Service, other users or the public, or where the Service or a feature is discontinued.

We are not obliged to notify you before suspending, restricting or deleting your account or any content, or to give you an opportunity to export your data, although we may choose to. On termination, your right to use the Service ends immediately; sections that by their nature should survive (including sections 4, 5, 8, 9, 11, 12, 13 and 15) survive.

6. Acceptable use

You agree not to use the Service, and not to permit anyone using your account or links to use the Service, to:

• do anything unlawful, or that would help anyone else do something unlawful, anywhere;
• harass, threaten, stalk, defame, abuse, discriminate against or harm anyone, or invade anyone's privacy;
• send unsolicited or bulk messages, or contact people who have asked not to be contacted, or breach any anti-spam, telemarketing or electronic-communications law (such as CASL, the TCPA, the GDPR or the ePrivacy rules) when you send invitations, reminders or updates;
• enter, collect or share personal information without a lawful basis, or share a guest's personal link with anyone other than that guest;
• upload or share content that is illegal, infringing, obscene, hateful, violent, fraudulent, deceptive, or that promotes illegal activity or harm;
• impersonate anyone, misrepresent your affiliation, or use the Service to deceive;
• organise, promote or facilitate gatherings that are illegal, dangerous, or that would breach public-health, safety, licensing or other requirements where they take place;
• attempt to access other people's accounts, gatherings, guest pages or data, or to guess, enumerate or share guest links;
• probe, scan, test, overload, disrupt, interfere with, reverse engineer, decompile, scrape, crawl or copy the Service or its systems, or bypass any security or access control;
• use automated means to create accounts, send requests or extract data, except through interfaces we expressly provide for that purpose;
• introduce malware or harmful code, or misuse the Service to attack anything else;
• resell, rent, lease or commercially exploit the Service, or use it to build a competing product;
• remove or alter any notice, branding or attribution in the Service;
• use the Service in any way that breaches these Terms or any law, or that we consider abusive, disruptive or harmful.

Illegal activity is not allowed on the Service, and we may block, suspend, report to the authorities and take any other lawful action against anyone we believe is engaged in it. We may investigate any suspected breach and cooperate with law enforcement and regulators.

7. Hosts' responsibilities for their gatherings and guests

• You decide who to invite and what to ask them. You are the party responsible for your guests' personal information: for having a lawful basis to enter it, for the messages you send, for honouring requests to stop contacting someone or to delete their details, and for keeping the information confidential. You must comply with all privacy, data-protection, anti-spam and consumer laws that apply to you.
• Do not ask guests for more than your gathering needs. Do not collect sensitive information (such as health, religion or financial details) unless it is genuinely necessary for the gathering and you handle it lawfully. Dietary and accessibility answers are sensitive: treat them with care.
• You are responsible for the gathering itself: its safety, legality, licensing, insurance, capacity limits, food, venue, transport, accommodation and every other aspect. Count Me There is a planning tool, not an organiser, promoter, venue, carrier or insurer, and takes no responsibility for anything that happens at or in connection with a gathering.
• Co-hosts and helpers you add act on your behalf. You are responsible for what they do in your gathering.
• Guests may change their answers, and hosts may change guest records. The Service may keep a history of changes, but we do not guarantee that it is complete or accurate, or that it can be used as evidence of anything.

8. Your content and our licence to it

• You keep ownership of the content you enter (names, messages, questions, answers and any other material) (“Your Content”). You are solely responsible for Your Content and for having the rights and permissions needed to enter, share and use it.
• You grant us a worldwide, non-exclusive, royalty-free licence to host, store, copy, process, display, transmit and create derivative works of Your Content as needed to operate, secure, maintain, improve and provide the Service, and to comply with the law. This licence ends when Your Content is deleted from our systems, except for copies in backups, logs or archives, which may be kept for some time, and except where the law requires or permits us to keep it.
• We may, but are not obliged to, review, monitor, filter or remove Your Content.
• If you send us feedback, suggestions or ideas, you agree that we may use them freely, without payment or attribution.

9. Our intellectual property

The Service, including its software, design, text, graphics, logos, names, templates and the underlying systems, is owned by us or our licensors and is protected by copyright, trademark and other laws. Except for the limited right to use the Service under these Terms, no rights are granted to you. You may not use our names, logos or branding without our written permission.

If you believe content on the Service infringes your copyright or other rights, write to support@countmethere.com with enough detail to identify the content and your rights. We may remove content and terminate repeat infringers.

10. Third-party services

The Service may link to or integrate with services we do not control, including payment or contribution services (such as Donairo), calendar services, messaging applications, map services, push-notification services provided by device and browser makers, websites a host links to (such as a page where guests book or buy part of a gathering), and the hosting and email infrastructure the Service runs on. Those services have their own terms and privacy policies. We are not responsible for them, for their availability, or for anything you or your guests do through them. Any payment made through a third-party service is made to and processed by that service, under its terms, and is final as between you and us; we do not hold, transfer or refund money, and we only calculate amounts and record what we are told.

11. No liability

The Service is provided free of charge, and you agree that we should not bear the risk of your use of it. To the fullest extent permitted by applicable law:

• We, our operator, and everyone who works on or supplies the Service (together, the “Count Me There Parties”) are not liable to you or to anyone else for any loss, damage, cost or liability of any kind, whether direct, indirect, incidental, special, consequential, exemplary or punitive, including loss of data, profit, revenue, business, goodwill or opportunity, arising out of or relating to the Service, these Terms, any gathering, invitation, response, headcount, seating plan, cost calculation, payment or message, any unavailability, error or malfunction of the Service, any security incident, or any content or conduct of any user or third party, however caused and under any theory of liability (contract, tort, negligence, strict liability, statute or otherwise), even if we were advised of the possibility of it.
• If, despite the above, any Count Me There Party is found liable to you, the total liability of all Count Me There Parties together, for all claims, is zero dollars (CAD 0), or, where the law does not allow that, the lowest amount the law allows.
• You release the Count Me There Parties from all claims, demands and damages of every kind, known and unknown, arising out of or connected with any dispute you have with a host, guest, co-host, helper, venue, supplier or any other user or third party. If you are a California resident, you waive California Civil Code section 1542, which says: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.” You also waive any similar law that applies where you live.
• These exclusions and limits apply even if a remedy fails of its essential purpose.

12. Indemnity

You agree to defend, indemnify and hold harmless the Count Me There Parties from and against all claims, demands, losses, liabilities, damages, penalties, fines, costs and expenses (including legal fees) arising out of or relating to: Your Content; your gathering and anything that happens at or because of it; your use or misuse of the Service; your breach of these Terms or of any law; your treatment of guests' personal information or the messages you send; and any dispute between you and a guest, co-host, venue, supplier or other third party.

13. Disputes, governing law and venue

These Terms and any dispute arising out of or relating to them or the Service are governed by the laws of the Province of Ontario and the federal laws of Canada applicable there, without regard to conflict-of-law rules. The courts located in Ontario, Canada have exclusive jurisdiction over any such dispute, and you submit to their jurisdiction; we may also seek injunctive or equivalent relief in any court of competent jurisdiction to protect our rights or the Service.

To the fullest extent permitted by law:

• you may bring a claim against us only in your individual capacity, and not as a plaintiff, class member or representative in any class, collective, consolidated or representative proceeding;
• you waive any right to a trial by jury;
• any claim against us must be commenced within six (6) months after the facts giving rise to it first occurred, or it is permanently barred.

The United Nations Convention on Contracts for the International Sale of Goods does not apply.

14. Changes to the Service and to these Terms

We may change these Terms at any time, with or without notice. Changes take effect when we post them at countmethere.com/terms. You are responsible for checking these Terms from time to time; if you keep using the Service after a change takes effect, you accept the changed Terms. If you do not accept them, stop using the Service. We may, but are not required to, notify you of changes or ask you to accept them. We may also change the Service itself as described in section 4.

15. General

• Entire agreement. These Terms, together with the Privacy Policy and any notices we publish on the Service, are the entire agreement between you and us about the Service and replace any earlier agreement.
• Severability. If any part of these Terms is found unenforceable, that part is enforced to the maximum extent permitted and the rest of these Terms remains in full force.
• No waiver. Our failure to enforce any part of these Terms is not a waiver of our right to do so later.
• Assignment. You may not assign or transfer these Terms or your account. We may assign them, including to a successor of the Service, without notice.
• Force majeure. We are not liable for any failure or delay caused by events beyond our control, including natural events, outages, attacks, labour disputes, acts of government, or failures of suppliers, networks or hosting.
• Electronic communications. You agree that we may communicate with you electronically, including by email, in-app notices and notices posted on the Service, and that these satisfy any legal requirement for written communication. Notices to us must be sent to support@countmethere.com.
• Export and sanctions. You may not use the Service where prohibited by applicable export-control or sanctions laws.
• Language. These Terms are written in English. Where a translation of the Service or of any document exists, the English version governs.
• No third-party beneficiaries. Except for the Count Me There Parties under sections 11 and 12, these Terms create no rights for anyone other than you and us.
• Relationship. Nothing in these Terms creates a partnership, joint venture, agency, employment or fiduciary relationship between you and us.

16. Contact

Questions and notices about these Terms: support@countmethere.com.