These Beta Terms of Use ("Terms") govern your access to and use of Counselsprout, a private, invitation-only web application available at counselsprout.com (the "Service"). By registering for or accessing the Service, you agree to be bound by these Terms. If you do not agree, do not use the Service.
The Service is currently offered in beta form for internal use by a limited group of invited users. These Terms reflect the beta nature of the Service and will be updated when the Service is made more broadly available.
Access to the Service is by invitation only. You may use the Service only if you have been granted access by the administrator. Your access is personal, non-transferable, and may be revoked at any time, with or without notice, for any reason or no reason.
The Service is intended solely for business development purposes, including tracking professional contacts, managing outreach, and organizing BD pipeline information. You agree not to use the Service for any unlawful purpose or in any manner inconsistent with these Terms.
You may not: (a) share your login credentials with any third party; (b) upload or store information that is confidential, privileged, or protected by professional responsibility rules; (c) attempt to access any other user's data; or (d) use the Service in any way that could damage, disable, or impair its operation.
The Service is not a secure communication platform and is not designed or intended for the storage of attorney-client privileged information, client confidences, or other legally protected communications. Do not upload or store such information. Counselsprout will not voluntarily disclose your data to third parties, but cannot guarantee that data stored in the Service is technically secure or protected from unauthorized access, security incidents, or legally compelled disclosure.
You are solely responsible for the information you upload, enter, or store in the Service. Counselsprout does not guarantee that your data will be preserved, is backed up, or can be recovered. You should maintain your own copies of any important information.
By using the Service, you grant Counselsprout permission to store and process your data for the purpose of providing the Service to you, as further described in these Terms.
Counselsprout will not sell or rent your data. Counselsprout will not share your data with third parties except as required by applicable law or legal process.
Counselsprout may collect and use anonymized, aggregated data about how users interact with the Service (such as feature usage patterns and navigation data) for the purpose of improving and developing the Service. This data is not attributable to any individual user and does not include the content of your contacts or pipeline information.
If you submit feedback, suggestions, or ideas about the Service, you grant Counselsprout a perpetual, royalty-free right to use such feedback for any purpose, including improving the Service. Feedback you submit is not treated as confidential and creates no obligation on the part of Counselsprout.
The Service is provided in beta form and is under active development. Features may change, be removed, or be unavailable at any time. The Service may experience downtime, data loss, or other disruptions. Your use of the Service during the beta period is at your own risk.
THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. COUNSELSPROUT DOES NOT WARRANT THAT THE SERVICE WILL BE ERROR-FREE, UNINTERRUPTED, OR FREE OF SECURITY VULNERABILITIES.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, COUNSELSPROUT SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF DATA, PROFITS, OR GOODWILL, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE SERVICE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
IN NO EVENT SHALL COUNSELSPROUT'S TOTAL LIABILITY TO YOU EXCEED ONE HUNDRED DOLLARS ($100.00).
Counselsprout may suspend or terminate your access to the Service at any time, with or without cause, and with or without notice. Upon termination, your right to use the Service ceases immediately. Sections 3 through 10 survive any termination.
Counselsprout may update these Terms from time to time. Continued use of the Service after any update constitutes acceptance of the revised Terms. Where practicable, Counselsprout will provide notice of material changes.
These Terms are governed by the laws of the State of New York, without regard to its conflict of laws principles. Any dispute arising out of or relating to these Terms or the Service shall be resolved in the state or federal courts located in New York County, New York, and you consent to the personal jurisdiction of such courts.
These Terms constitute the entire agreement between you and Counselsprout with respect to the Service and supersede all prior understandings or agreements regarding the same subject matter.