Flex Terms of Service

These Terms of Service (these "Terms") govern your use of Countly Flex: the Flex console at flex.countly.com (the "Flex console" or the "Site") and the Countly server that Countly runs for you as part of your subscription (your "Flex server"), together with any support we provide for them (the "Services"). These Terms apply between you (“User,” "Users," "you," "your" or the "Customer") and Countly Ltd ("Countly," "we," "our," or "us").

Where you and Countly have signed a written agreement for Countly Flex, that signed agreement prevails over these Terms where they differ.

Please read these Terms carefully, as they affect your legal rights. Your agreement to comply with and be bound by these Terms is deemed to occur upon your first use of the Site and/or Services. If you do not agree to be bound by these Terms, you should stop using the Site and Services immediately.

All Content included in the Services, except the data that you and your end users load into your Flex server, is the property of Countly, our affiliates or other relevant third parties. In these Terms, Content means the software, documentation and other material in the Services.

Nothing in these Terms grants, by implication, estoppel, or otherwise, any license or right to use any trademark, logo, or service mark displayed in the Services without the owner's prior written permission.

During your subscription, you may use the Services in accordance with these Terms. You must not otherwise reproduce, modify, copy, distribute, resell or sublicense any Content without the written permission of Countly.

You own the data that you and your end users load into your Flex server, and Countly does not monitor its content.

You may not use the Site and Services for any of the following purposes:

• in any way which causes, or may cause, damage to the Site and Services or interferes with any other person's use or enjoyment of the Site and Services;
• in any way which is harmful, unlawful, illegal, abusive, harassing, threatening or otherwise objectionable or in breach of any applicable law, regulation, governmental order;
• processing protected health information as defined under the US Health Insurance Portability and Accountability Act (HIPAA).

You must ensure that the details provided by you on registration or at any time are correct and complete. You must inform us immediately of any changes to the information that you provide when registering by updating your personal details to ensure we can communicate with you effectively.

We may suspend or cancel your registration with immediate effect for any reasonable purposes or if you breach these Terms.

You may cancel your registration at any time by contacting us. If you do so, you must immediately stop using the Site and Services. Cancellation or suspension of your registration does not affect any statutory rights.

Our Flex Privacy Policy (countly.com/legal/flex-privacy) and Flex Cookie Policy (countly.com/legal/flex-cookies) explain how we use personal data and cookies in the Services, and our Connected Services and Telemetry notice (countly.com/legal/connected-services) describes the information the Countly software sends to Countly.

The Services are provided "as is" and on an "as available" basis. We give no warranty that the Services will be free of defects and/or faults. To the maximum extent permitted by the law, we provide no warranties (express or implied) of fitness for a particular purpose, accuracy of information, compatibility, and satisfactory quality.

Whilst Countly uses reasonable endeavors to ensure that the Services are secure and free of errors, viruses, and other malware, we give no warranty or guarantee in that regard and all Users take responsibility for their own security, that of their account credentials and personal details, and their computers. Countly accepts no liability for any disruption or non-availability of the Services.

Countly reserves the right to alter, suspend, or discontinue any part (or the whole of) the Services. These Terms shall continue to apply to any modified version of the Services unless it is expressly stated otherwise.

Nothing in these Terms will: (a) limit or exclude our or your liability for death or personal injury resulting from our or your negligence, as applicable; (b) limit or exclude our or your liability for fraud or fraudulent misrepresentation; or (c) limit or exclude any of our or your liabilities in any way that is not permitted under applicable law.

We will not be liable to you in respect of any losses arising out of events beyond our reasonable control.

To the maximum extent permitted by law, Countly accepts no liability for any of the following:

• any business losses, such as loss of profits, income, revenue, anticipated savings, business, contracts, goodwill, or commercial opportunities;
• loss or corruption of any data, database, or software;
• any special, indirect, or consequential loss or damage.

You may not transfer any of your rights under these Terms to any other person. We may transfer our rights under these Terms where we reasonably believe your rights will not be affected.

These Terms may be varied by us from time to time. Such revised terms will apply to the Site and Services from the date of publication. Users should check the Terms regularly to ensure familiarity with the then current version.

These Terms, together with the Flex Data Processing Agreement, contain the whole agreement between the parties relating to their subject matter and supersede all prior discussions, arrangements, or agreements that might have taken place in relation to the Terms.

The Contracts (Rights of Third Parties) Act 1999 shall not apply to these Terms and no third party will have any right to enforce or rely on any provision of these Terms.

If any court or competent authority finds that any provision of these Terms (or part of any provision) is invalid, illegal, or unenforceable, that provision or part-provision will, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of these Terms will not be affected.

Unless otherwise agreed, no delay, act, or omission by a party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy.

These Terms shall be governed by and interpreted according to the law of England and Wales and all disputes arising under these Terms (including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the English and Welsh courts. If you are a consumer, you may also bring proceedings in the courts of the country where you live, and these Terms do not take away the protection of the mandatory consumer laws of that country.

By agreeing to these Terms, you also agree to our Flex Data Processing Agreement (countly.com/legal/flex-dpa).

You must not use the Services or the AI Assistant for any practice prohibited by Article 5 of the EU Artificial Intelligence Act (Regulation (EU) 2024/1689), or the AI Assistant for any high-risk use listed in Annex III of that Act.

AI Assistant Functionality and Transparency

(a) The Services may include access to an AI-powered assistant (the “AI Assistant”) that uses models operated by third-party providers. The AI Assistant is designed to assist the Customer in querying, analyzing, and interpreting data processed within the Services.

(b) The Customer acknowledges and agrees that responses generated by the AI Assistant are automatically produced by an AI system and have not been independently verified by Countly; outputs may be inaccurate, incomplete, misleading, or reflect biases present in the underlying models or training data; and the AI Assistant does not constitute legal, financial, medical, or other professional advice, and should not be relied upon as the sole basis for any decision.

Indemnification

The Customer shall indemnify, defend, and hold harmless Countly and its affiliates, officers, employees, and agents from and against any claims, liabilities, penalties, fines, costs, and expenses (including reasonable legal fees) arising from the Customer’s violation of the EU AI Act, GDPR, or other applicable laws in connection with the Customer’s use of the Services or AI Assistant.

Your Flex server is sized on reasonable assumptions about your usage at the time of subscription.

In the event that your usage materially exceeds these assumptions or impacts service stability, Countly may, at its discretion:

(a) recommend or require an upgrade to a higher service tier,

(b) provision additional infrastructure at an additional cost, or

(c) impose usage limits to maintain platform stability.

Countly Ltd is a company incorporated in England and Wales with registered number 8568329 whose registered address is 1 Bow Churchyard, London EC4M 9DQ, and it operates the website www.countly.com. The registered VAT number of Countly Ltd is GB168599344.

You can contact Countly Ltd by email at hello@count.ly.